"MEN IN BLACK" (1997)

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

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

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

He squirts some wiper fluid onto the glass, which clears it up a bit, but now he sees something worse up ahead. It's a grouping of headlights, eight of them, all pointed at him, sealing off the road.

He bites his lip and calls over his shoulder, to the back of the van. He speaks in Spanish, which is subtitled.

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

The DRIVER rolls it down. AGENT JANUS, blonde-haired, blue-eyed, also government issue, looks at him and sighs.

AT THE BACK OF THE VAN,

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

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

He stops in the middle of his sentence, as another car is approaching, fast, its engine WHINING as it barrels down the road toward them. Several Agents pull their weapons.

The new car pulls a hard right, goes off the road, spins around the INS cars, and SQUEALS to a sideways halt, silhouetted in front of their headlights. It's a boxy, black 1986 Ford LTD.

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

Kay and Dee flash some form of ID.

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

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

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

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

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

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

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

2ND INS AGENT There is no Division 6.

3RD INS AGENT Who are those guys?

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

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

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

The only part of his camouflage not crumpled to the ground is the humanesque "head," which he still lamely holds in one of his hands. It's propped up by a stick, like a puppet, and it continues to make expressions as he holds it.

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

Mikey makes a lame SQUEAK.

From behind Mikey, they hear a terrified GASP.

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

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

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

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

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

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

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

Kay has an arm around Janus, whom he is leading further into the clearing. Janus is white, shaking, eyes like silver dollars.

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

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

From over the rise, car engines WHINE in the distance and headlights start to flash around them. Kay reaches into his pocket and pulls out a tubular metallic device the size of a pocket recorder. He checks his watch, figures in his head, then dials an electronic counter on the side of the device up to "08."

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

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

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

-- and pushes a button on the side of the neuralyzer. A BLINDING FLASH a tenth of a second long sears the Agents' eyeballs. They stare blankly.

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

The Agents look around, confused.

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

He jabs a finger into Janus' chest.

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

He holds up his hands, which tremble with age.

He looks up, at the million stars shining overhead.

Kay pulls his neuralyzer from his pocket and looks down at it.

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

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

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

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

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

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

TRACK WITH EDWARDS AND THE PERP

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

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

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

EDWARDS pushes through the crowd...

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

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

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

THE PERP, meanwhile, is running at top speed, when Edwards glides into frame, leaning off the back of the truck.

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

The Perp, now straddled by Edwards, is terrified.

Edwards is about to slap the cuffs on him, when the Perp blinks. Nothing unusual about that, but then another set of translucent, milky white eyelids, underneath his regular eyelids, blinks also.

Edwards is thrown for a moment, which is all the time the Perp needs to pull out...

His WEAPON, which is the strangest looking gun you've ever seen. Reacting quickly, Edwards bats it out of the Perp's hand.

THE WEAPON smashes into the stone wall surrounding Central Park and SHATTERS into a million pieces.

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

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

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

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

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

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

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

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

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

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

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

The Perp looks down. He decides.

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

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

A woman sneaks into the room. DOCTOR LAUREL WEAVER, thirtyish, dark-haired, dark-eyed, general aura of darkness around her, stands above

him. Laurel looks like she was just dragged out of bed (which she was) and saw a spaceman (which she did). She looks over her shoulder once, then whispers to him.

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

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

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

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

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

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

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

He crosses to the door.

Edwards stops.

At that point, the INSPECTOR sticks his head in, smiles and gives Edwards the thumbs up.

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

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

Kay says nothing.

Kay remains utterly silent.

Kay pulls the car to a stop.

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

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

They get out of the car.

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

He casually brushes some Rolexes off the counter.

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

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

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

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

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

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

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

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

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

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

Kay looks at Jeebs, pissed off.

Kay raises the weapon again, threatening.

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

Jeebs nods, point taken. Kay leaves.

Shaken, Edwards follows.

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

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

Then he puts on his sunglasses.

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

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

Kay checks his watch.

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

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

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

MIB

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

The Man (EDGAR) waves his arms, ranting.

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

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

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

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

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

The silhouette of Edgar leaps to its feet, races to the door, and throws it open. Edgar is everything his voice led us to expect -- a nasty, bug-eyed redneck carrying a twelve-gauge shotgun. His mouth agape, he walks across the yard and stares at the hulking shell that was his truck. The skeleton of the truck is still there, but there's a huge, smoldering hole in it, a hole that goes at least ten feet down into the ground.

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

IN THE HOLE, he sees a smooth curve of metal and a few blinking lights. Embedded into the ground is, indeed, a spaceship, maybe eight feet across.

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

Beatrice does as she's told, closing the door behind her. Edgar turns back to the smoldering rock, raising his shotgun in defense. AN OTHERWORLDLY VOICE comes from deep in the hole.

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

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

There is a pause while the voice thinks about this offer. Finally, it responds, in a voice and cadence remarkably similar to Edgar's.

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

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

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

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

The shotgun flies out and lands beside him.

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

She looks up at him, anxious. But his face is a blank.

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

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

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

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

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

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

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

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

Beatrice faints.

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

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

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

The next morning. EDWARDS, holding the small MIB business card in his hand, compares the address written down by Kay to the address on the utterly nondescript building in front of him. It's seven stories high, gray, windowless, perfectly square, squatting on a bridge over a road like a fat guy on the john.

"504 Battery Drive."

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

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

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

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

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

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

One chair is empty.

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

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

Edwards's hand is, indeed, up.

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

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

Short pause. Then Zed continues.

The recruits scribble away at the written test. It's a thick document -- reasoning skills, general knowledge, diagrams. The RECRUITS seem to be really powering through it, filling in answer after answer.

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

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

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

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

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

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

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

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

And then .. suddenly --

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

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

There's an awkward silence. Then the door opens. Light pours in, and ZED with it. Even the highly competitive cadets can't help but feel some sympathy as Zed walks straight to Edwards.

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

Sideways glances from the other recruits. Zed sighs.

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

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

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

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

KAY is outside the door, waiting for him. Edwards recognizes him from last night.

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

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

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

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

As KAY leads EDWARDS down an impossibly long corridor, he hands him a file folder stuffed thick with eight by ten photographs.

He hands Jay the first picture, a shot of eight or nine MEN in plain black suits standing around a fifties-style office with metal desks and fluorescent lights. DEE and ZED are there, much younger.

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

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

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

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

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

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

-- at THREE WORM-LIKE ALIENS standing around a water cooler. Tall, impossibly thin, most certainly not from New York, the aliens hold an animated conversation in a language that seems like a combination of Esperanto and microphone feedback.

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

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

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

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

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

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

The Orkin Man sighs and sets down his tank.

He unfurls a hose from the side of the tank.

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

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

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

Edgar advances on him, slowly.

Edgar lashes out quickly, jerking the mask off the Orkin Man's face with one hand --

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

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

A six-by-ten sheet of plywood THUDS to the driveway outside the garage. EDGAR raises one end of it so it's hanging off the back end of the Orkin man's van -- now it's a ramp.

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

EDWARDS stands in the middle of the tunnel vent room, the same one he first came into yesterday. The elevator doors open and KAY, obviously summoned by the OLD SECURITY GUARD, stands waiting for him.

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

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

The elevator doors --

-- slide open on Men in Black headquarters.

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

KAY and EDWARDS step off the elevator and onto a platform that looks out over the whole place. Kay leads him down into the complex. First, they walk past a sort of passport control center, where a human BUREAUCRAT at a desk is checking the documents of a line of ALIENS who've just arrived. There are a dozen bizarre life forms in that line, CHATTING in half a dozen different alien tongues.

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

Edwards just stares, fascinated, but Kay grabs him by the arm and hurries him along.

Kay moves him into the central hall.

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

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

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

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

VARIOUS SHOTS OF HUMANS AND ALIENS ducking, dodging, and jumping out of its way.

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

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

They leave the room.

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

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

He hits a button on the console and the map is replaced by hundreds of boxes, each with smaller video images.

ON THE SCREENS, we see live images of aliens. Aliens who look alien are in spots where they can't be seen. Aliens who look human are functioning right out in public -- including SAM DONALDSON. MICHAEL JACKSON. And TONY ROBBINS.

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

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

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

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

EDWARDS reaches out and opens a white locker, revealing a BLACK SUIT hung from a hanger in the middle. Above it, on the shelf, a BLACK HAT and a pair of BLACK SUNGLASSES. On the bottom, a pair of SHINY BLACK SHOES.

KAY is at a computer terminal. On screen are Edwards's birth certificate, driver's license, social security card, library card, everything. ZED'S VOICE continues:

EDWARDS stands in a cramped white booth.

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

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

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

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

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

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

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

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

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

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

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

He slips on the sunglasses.

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

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

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

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

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

He turns a page, coming across a red memo.

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

JAY and KAY come out the front of MIB headquarters.

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

Kay glares at Jay. He's getting annoyed.

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

Kay grits his teeth.

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

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

Jay jerks his hand away.

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

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

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

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

Kay hands them back.

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

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

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

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

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

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

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

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

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

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

Kay turns and claps Redgick on the back.

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

It vomits on him.

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

Jay just looks at him, very Jack Benny.

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.

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

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

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

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.

BEATRICE appears in the door to the house, curious.

Beatrice calls to them.

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.

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.

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.

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 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.

The spectral analyzer turns blue.

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.

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

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

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.

The Arquillian relaxes.

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

-- 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.

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.

Edgar smiles.

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.

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.

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 signs his clipboard.

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.

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

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.

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"

She looks up. Jay and Kay are standing there.

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

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

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

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

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

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

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.

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

Jay just looks at her intrigued.

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.

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

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

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.

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

He still doesn't answer.

Kay nudges Jay.

Jay turns and races across the room to rejoin her.

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

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

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

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

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

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

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

The Baltian nods vigorously. That's it.

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

Kay begins over. Laurel looks at them.

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

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

Kay and Jay are not paying attention to Laurel.

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

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

He heads out. Jay follows.

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

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

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.

He points up at the screen with a laser pencil.

He indicates the three stars that make up the belt.

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.

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

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.

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

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

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

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

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.

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

The communication continues.

The communication continues.

Kay and Jay walk away.

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.

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

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 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.

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 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'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 leaps through the broken storefront window and after Edgar.

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

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

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

He looks up at the screen. It reads:

As Kay puts away his phone, turns to Jay

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 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.

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

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

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

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

Kay shakes Frank the Pug once more.

If a dog can smirk, Frank does.

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

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

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.

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

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

As it is written across the collar of the cat.

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.

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.

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.

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

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

WHACK! Still another fly goes down.

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.

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

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

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.

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

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 looks at her.

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.

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

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.

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

She leans in and lowers her voice.

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.

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

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.

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.

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

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

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.

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.

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 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.

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 --

-- 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.

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.

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.

Viewing the screen, it now reads:

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 and Zed both look up at once, scowling.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Kay pumps it once, with extreme confidence.

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

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

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.

Jay raises his weapon; they press their green buttons.

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.

He pumps the gun for emphasis.

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.

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.

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

Kay starts walking after the Bug.

Kay steps forward and yells at the departing Bug.

The Bug just keeps moving toward the ladder.

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.

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

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

JAY looks on, in stunned horror...

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

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.

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 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.

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

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.

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...

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.

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

CRUNCH! He crushes another one.

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.

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.

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

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.

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

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.

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

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.

Kay flips the phone closed.

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.

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.

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

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

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

The driver grimaces at the mess.

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.

Kay pulls out the neuralyzer.

Kay starts dialing back the neuralyzer.

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

Jay takes the neuralyzer. Slips on his glasses.

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

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.

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.

FROM UP IN THE CLOUDS

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

FROM THE MIDDLE OF THE MILKY WAY

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

FROM THE OUTER REACHES OF THE UNIVERSE

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

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

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