"STAR WARS: THE FORCE AWAKENS" (2015)

STAR WARS: THEFORCE AWAKENS

WrittenBy

Lawrence Kasdan & J.J. Abrams and Michael Arndt

Basedon characters created by GeorgeLucas

No portion of this script may be performed, reproduced, or used by any means, or quoted or published in any medium without prior

written consent.

A long time ago ina galaxy far, far away...

STAR WARS

EPISODEVII

THE FORCE AWAKENS

Luke Skywalker hasvanished. In his absence, the sinister FIRSTORDER has risen from the ashes of the Empireand will not rest until Skywalker, the last Jedi,has been destroyed.

With the support ofthe REPUBLIC, General Leia Organa leadsa brave RESISTANCE. She is desperate to findher brother Luke and gain his help in restoringpeace and justice to the galaxy.

Leia has sent hermost daring pilot on a secret mission to Jakku,where an old ally has discovered a clueto Luke's whereabouts....

PAN across the starfield to a bright moon. A RUMBLINGis FELT. A VAST STARDESTROYER -- unlike any we have seen-- HURTLES PAST US, ofseemingly endless length, eclipsingthe moon. After a longbeat, FOUR TRANSPORT SHIPS fly froma hangar. We HOLD ONTHEM NOW, as they fly off toward adistant planet. Jakku. MUSICBUILDS AND WE...

CUT TO BLACK.

A GROWING ROAR ofMEAN ENGINES -- gnarled RADIO CALLS,the SHUDDERING of a ship'shull. Then FLASHES OF LIGHT: foran instant we see a STORMTROOPER-- then BLACKNESS. ThenANOTHER STORMTROOPER, thenit's gone.

The FLICKERING CONTINUESuntil the LIGHTS ARE CONSTANT. We are in:

TWENTY STORMTROOPERS. Holding on at attention, movingto the ship's rhythm,in the tense moments before a raid. A FILTERED COMMAND andthey LOCK AND LOAD their heavy blaster rifles. The BRUTALNOISE is replaced by SUDDEN, SHOCKING QUIET:

WIDE SHOT of a small,peaceful village. Distant soundsof native animals. Asingle wind chime.

Suddenly a DROID RISESINTO FRAME, CLOSE: ROUND and SKITTERY, orange and white,this is BB-8.

Focuses on somethingpast camera. He BEEPS -- FAST, MORSE CODE-LIKE SOUNDS,clearly worried. Moves EVEN CLOSERTO CAMERA -- is MOREworried -- BEEPS more -- then TURNSAND ROLLS OFF FAST --

CLOSE ON A HAND: asmall LEATHER SACK is placed in thepalm. The hand closes. Another OLDER HAND covers it.

In a primitive HUT,an old explorer, LOR SAN TEKKA, (rugged, kind) has handed themysterious sack to POE DAMERON (32,in a pilot's jacket). Poe has charisma, a natural spark:

BB-8 ENTERS FRANTIC,BEEPS. Concerned, Poe turns to Lor San Tekka.

The men exit fast. Poe moves TO CAMERA, raises QUADNOCULARS.

POE'S POV: LIGHTSon the horizon -- approaching ENEMYSHIPS.

POE lowers the quadnocs-- PUSH IN ON HIS UNNERVED EYES. A GROWING, FRIGHTENINGTHUNDER.

Poe turns to him. Conflicted. Finally nods, hurriesoff. BB-8 follows.

TRACK FAST with Poeas he and BB-8 hurry through the village, various ARMED VILLAGERStaking position, prepared to defend.

A ROAR of WIND andDUST: the TRANSPORTS LAND. Stormtroopers come out FIRING BLASTERS-- the VILLAGERS FIRE BACK --many are HIT!

Poe runs to an X-WINGfighter, parked at a distance fromthe village, hidden behinda ROCK OUTCROPPING.

Poe sends BB-8 intothe droid socket / co-pilot seat --he moves to the cockpit-- the CONTROLS COME TO LIFE. Asthe CANOPY CLOSES, Poeshoots a quick look back: the ENEMYARRIVES IN THE DISTANCE.

Poe urgently worksthe controls -- BB-8 BEEPS.

The X-WING LANDINGLIGHTS COME ON, ENGINES WHINE TO LIFE! But just then:

Poe's ship is suddenlyHIT BY BLASTERFIRE! Poe turnsto look: two STORMTROOPERSCHARGE HIS WAY, FIRING!

BB-8 BEEPS nervouslyas Poe GRABS HIS CONTROLS and FIRESAT THEM, using the X-wing'sdrop-down antipersonnel blaster! The two Troopers areBLOWN AWAY in the large BLAST HITS!

Poe tries to startthe ship now, but the ENGINES SPUTTER. Concerned, he openshis canopy, jumps down, moves to the back of his ship:BAD DAMAGE ON THE REAR ENGINE PANEL. They're in trouble.

Lor San Tekka movessadly through the village as STORMTROOPERS wielding FLAME THROWERSdestroy structures. Surrendering Villagers are ROUNDEDUP. Penned ANIMALS panic.

Back at the X-wing,Poe kneels beneath his ship, pullsfrom the leather sack aSMALL, OLD ARTIFACT which he insertsinto BB-8 -- the droid'sMULTI-READER ENVELOPS it.

BB-8 watches Poe runoff. BEEP-WHINES nervously, thenturns and heads off. Turnsback once to look at Poe, then ROLLS AWAY. Poe uses hisblaster rifle to fire at incomingtroopers from cover.

The Troopers and villagersin battle -- as one Trooperis HIT and goes down. Another -- OUR TROOPER -- KNEELS tohelp. The hit trooper raisesa torn, bloody glove -- his HUMAN HAND visible -- andMARKS OUR STORMTROOPER'S MASK WITHBLOOD just before he dies. Our Trooper, stands -- overwhelmedby the battle.

AN IMPOSING SHUTTLECRAFT -- VERTICAL WINGSPAN 90 FEETTALL -- LANDS NEAR THE TRANSPORTVEHICLES.

The shuttle craftdoor OPENS -- through the wind and smoke, KYLO REN exits theship: a TALL, DARK FIGURE, he strides through the chaostoward San Tekka.

A senior Trooper movesto our blood-marked Trooper, andorders him:

Our Trooper nods.

Kylo Ren stops beforethe outraged Lor San Tekka, dwarfing him. Only now doesit become apparent that Kylo Ren wears a DARK MASK, markedby battle. Inset metal lines reflectFIRE.

Our blood-marked TROOPERis placed in line with other stormtroopers.

Adjacent to the village,Poe enters frame -- sees the Ren/San Tekka exchange continue.

Suddenly Kylo Ren raiseshis LIGHTSABER -- IGNITES IT-- PERPENDICULAR SMALLERBLADES AT THE HILT, A UNIQUE BUZZ-- YELLOW/RED ENERGY,SPITTING SPARKS AND SMOKE --

And as he RIPS ITDOWN ACROSS SAN TEKKA!

Poe, RUNNING, SEESTHIS AND YELLS, AIMS HIS BLASTER ANDFIRES AT KYLO REN! Instantly:

Kylo Ren RAISES HISHAND -- POE'S BLAST FREEZES -- THEBOLT OF ENERGY STRAININGAND VIBRATING IN MID AIR!

Kylo Ren sees Poe,who suddenly CANNOT MOVE, but strainsto. He is grabbed by Stormtrooperswho drag him past the VIBRATING, FROZENBLAST, to Kylo Ren.

A Stormtrooper beginsa brutal PAT DOWN. Kylo Ren moves closer. Poe justglares. The Stormtrooper KICKS OUTPoe's legs -- he lands hardon his knees.

Kylo Ren kneels tolook at Poe.

The Troopers roughlypull Poe away. A Stormtrooper begins a brutal PAT DOWN. Kylo Ren movescloser.

Poe just glares asthe pat down ends.

STORMTROOPER #1 Nothing, sir.

Kylo Ren regards theStormtroopers with the rounded up Villagers, then turnsto the CHROME-SKINNED, FEMALE BLACK- CAPED HEAD STORMTROOPER,CAPTAIN PHASMA.

Phasma nods, stepsforward:

The Troopers, includingOURS, aim at the Villagers.

Poe is roughly PULLEDinto a transport ship, the rampLIFTS.

All around our TrooperBLASTERFIRE ERUPTS -- but we'reWIDE ENOUGH to see he ISN'TFIRING. PUSH IN until the FIRING STOPS. All the StormtroopersSPREAD OUT TO SEARCH --except ours.

Kylo Ren heads backtoward his ship. But then he STOPS. Feels something. TURNS AND LOOKS AT OUR STORMTROOPERfor a LONG MOMENT. OurTrooper can barely meet his gaze; knows he's doomed.

Kylo Ren then headsoff -- passes the FROZEN BLAST, which, after a beat, GOESFREE AND SLAMS INTO A NEARBY STRUCTURE, scaring the hell outof our Stormtrooper.

A Stormtrooper climbsdown from the cockpit of Poe's X-wing, backs away:

STORMTROOPER #2 Nothing here. Goahead!

Three other StormtroopersFIRE LASER CANNONS at the X-wing-- destroying the shipin a LARGE EXPLOSION.

BB-8 rolls acrossthe sand, looks back: the X-wing FIREBALL. BB-8, afraid, continueson his own in a mysterious, dark desert. We see aFORM -- an animal, its RED EYES LIFTING from the sand, watchingthe rolling droid, who just keeps going.

In a WIDE SHOT, weHEAR HIM BEEPING to himself, lonelyand frightened.

With the SANDY PLANETOF JAKKU as backdrop, Troop Transports and Kylo Ren's Shuttleapproach a massive STAR DESTROYER.

Poe, shackled, isushered from the transport through the hangar. He is awedby the imposing space.

Our Stormtrooper passes,moves fast:

Our Stormtrooper entersthe dark, vehicle. He removeshis helmet. His headcomes up and we PUSH IN ON HIS FACEFOR THE FIRST TIME. Thisis FN-2187. He is 23, likable. But in this moment, terrified,desperate.

After a beat, behindhim, CAPTAIN PHASMA enters. FN-2187 knows he's in trouble.

Phasma heads off. Shattered, FN-2187 replaces his helmet.

A metal sheet is pulledopen to reveal the wrapped upface of A SCAVENGER, perhapsalien, in GOGGLES, FACE MASK and GLOVES. Backpackwith a STAFF strapped to it. Uses TOOLS to remove variousMECHANISMS from inside the wall. Weare in an upside-down,canted CORRIDOR. The Scavenger findsa valuable piece, dropsit in a SATCHEL.

Swings the bag backand begins CLIMBING DOWN on a cable, between treacherousWALLS OF MACHINERY, headed to:

Alone and tiny inthis massive, sideways wreck, the Scavenger descends, climbingdown a two-hundred foot-long cable. LANDS HARD onto rusty metal.

The Scavenger carriesthe satchel and another large, found piece, over enormouspipes in the vast space, heads through the dust toward adistant SLIT OF SUNLIGHT.

The Scavenger arrivesfrom the darkness and pulls offgoggles and gear, revealingthe grimy face of a beautiful, young WOMAN. This is REY,19.

She opens her canteen,shakes out the two final dropsinto her mouth. HITS THESIDE of the canteen again and againfor whatever she can get. CUT WIDE:

Rey is rendered minuscule,standing at the bottom of anEPIC ENGINE OF A DECAYING,CRASHED STAR DESTROYER -- DISTANTSOUND of her canteen-hitting. She sets her things on a pieceof sheet metal and sitsnext to it, sliding down the sanddune. She RIDES DOWN THEMOUNTAIN OF SAND. WE HOLD FOR A LONG TIME, looking down,as she recedes from us, toward thedistant SALT FLATS below. Random SCATTERED DEBRIS. Her SPEEDER, tiny from here.

Rey moves to her junkerSPEEDER, jumps on, fires the sputtery engine and DRIVESOFF.

Rey races along thedesert floor: a GRAVEYARD OF CRASHED SPACESHIPS.

Rey's speeder PASSESus, heading for a dusty, desert town. Refueling, small trade,scavengers.

CRASH! Rey's sackcarrying her heavy FOUND OBJECTS hitsthe sand. Working likea tough seaman, Rey hauls the sackfrom her speeder towardthe town.

TIGHT ON REY'S HANDSas she SCRUBS CLEAN her day's salvage.

Rey glances up: shelooks at an old woman, also cleaning some salvage.

Rey watches her, getslost in the simple moment. A small, passing alien UNDERLINGbarks something to her in another language. She returnsto work.

Rey looks up to aSERVICE WINDOW: two feet above her,behind a protective screen,is her boss, UNKAR PLUTT (50, blobfish, unclean). He examinesher pieces. Then he offers:

Though disappointed,Rey barely shows it. She nods thanks. Unkar pushes throughhis transfer drawer a SEALED PACKET: DRIED GREEN MEAT inone section, BEIGE POWDER in another. She takes it.

She swallows her resentmentand heads off.

The IMMENSE SETTINGSUN against the FLAT TERRAIN. Rey's SPEEDER races, almostinsignificant, across frame.

She SCRATCHES MARKSinto the rusty wall. Another MARK; another DAY. Andthere are THOUSANDS of marks. A SIZZLING SOUND over:A DRIED DESERT FLOWER in a rustyENGINE PIECE. A rough, stuffedHANDMADE DOLL, made from whatlooks like orange Rebellionflight suit material and twine.

Rey's lonely, ramshackledwelling. Everything reclaimed. She cooks for one. Does everything for one. She opensthe POWDER, moves to themakeshift WOK, where the GREEN MEAT SIZZLES. Pours thepowder into milky WATER in a tin. Stirs it. It GROWS INTOA LOAF as she puts the meat on an old plate. Grabs theloaf.

Rey sits, eats likea starving child. Every last drop. Licks the metal plate. Looks out at the horizon. A single silent ship headsoff, a shimmering, thin contrail. She wipes her mouth. Picks up an old, broken REBELLION HELMET.

Puts it on, just 'cause.

WIDE SHOT of Rey sitting,alone and isolated, on the legof an ANCIENT, FALLENAT-AT in which she lives.

Then, a distant ELECTRONICSQUEAL -- instantly she's up, helmet too big, sherips it off. Hears ANOTHER BEEPING SQUEAL. She hurriesto her QUARTERSTAFF and runs off.

Rey climbs a dune. RISE WITH HER, revealing BB-8, caughtin a NET but fightingback, being held by a TEEDO (a small, brutish desert tyrant),who rides a LUGGABEAST. The teedo YELLS at BB-8, whoBEEPS madly, struggling to free himself.

Rey watches this injusticefor a beat, finally YELLINGOUT:

The Teedo and BB-8STOP, GO SILENT, turn to her.

A half beat and the Teedo YELLSSOMETHING BACK, threatening. BB-8's head swivelsto him, then back to Rey, like watching a tennis match.

Rey angrily movesto them, pulling a knife from her pouch. Rey starts CUTTINGBB-8 out of the netting. The Teedo freaks out, YELLING. Reysuddenly stands, turns to the Teedo and says, fiercely:

The Teedo barks asort of "AHHHHH!" (As if to say, "GOTO HELL!"), Then headsoff on his beast. This prompts BB-8to start BEEP-YELLINGat the departing bully, provocatively.

BB-8 quiets instantly. The two watch the Teedo head off. Finally, BB-8 BEEPSa question. She KNEELS to him.

BB-8 starts afterher, BEEPS. She turns sharply, he stops.

She heads off again. Finally he BEEPS to her -- something SWEET this time. That he is alone, scared, has no oneelse. This makes her stop. She turns and looks at him. Notliking him. But a gestureof her head says, reluctantly, "Come on." BB-8 quicklymoves to her. They head off together.

The two disappearbehind a dune.

Three TIE fightershead to the massive ship high above Jakku.

POE, shackled to achair, BEATEN, wakes up.

Through battered lips:

Kylo Ren says nothing,reaches out to him. Poe flinchesin the chair as Kylo Ren reachesfor his face, not touching him. Poe is soonin agony, remains in horrible silence--

Poe can't take it-- he BEGINS TO SCREAM and we CUT TO:

WHOOOSH! The celldoor SLIDES UP. Kylo Ren exits, fierce, confronts GENERAL HUX (34,scary) who awaits him:

BB-8 is dropped tothe sand.

BB-8 BEEPTALKS a question.

She tries to forcea smile, but can't, really. She heads off. BB-8 BEEPS...then heads after her.

Rey stands with BB-8in front of Unkar Plutt, at his window. He reviews her goods. He glances quickly at BB-8.

She hates him. Heleans forward.

BB-8 doesn't likethis at all. Rey is awkward, but curious.

CLOSE ON HER. Stunned. Literally hungry for this amountof food, her stomachpractically rumbles.

BB-8 sees her interestand BEEPS furiously, not likingthis conversation at all.

She looks at Unkar. Looks down at BB-8. Considers itall. Finally, she hearsherself say:

Unkar furious. Rey,then BB-8, head out. Recovering,Unkar watches her go withdark eyes. He picks up a communicator:

He SLAMS the servicewindow door SHUT.

The cell door WHOOSHESOPEN -- a STORMTROOPER enters. Poe remains shackled,worse for wear. A TROOPER GUARD here.

TIGHT ON POE, in pain,drained, as the Guard unshackleshim.

An exhausted, handcuffedPoe is walked down the corridorby the Stormtrooper,who holds a blaster at Poe's body.

Poe turns into a narrowpassageway --

Heading down the narrowhall the Stormtrooper stops Poe.

The Stormtrooper pullsoff his helmet: IT IS FN-2187.

And Poe, seeing thisis for real, smiles a hero's smile.

WIDE SHOT ESTABLISHINGthe hangar. Find FN-2187, again masked, walking withPoe. By all appearances he's escorting a prisoner. A groupof OFFICERS passes in the opposite direction.

FN-2187 walks quicklytoward the far wall -- Poe follows-- up the stairs to atwo-man SPECIAL FORCES TIE FIGHTER--

FN-2187 and Poe (wincing,sore) drop into the back-to-back cockpit. FN-2187pulls off his helmet as Poe removeshis cuffs and jacket,fires up the ship with excitement.

FWOOOOOOM! The TIEFIGHTER LURCHES FORWARD --

WIDE: see the shipSTRUGGLE TO RISE, CABLES connectedto it --

PULL BACK FAST toREVEAL we're inside the main controlroom.

WHIP TO a FIRST ORDERCOLONEL, who responds:

The TIE Fighter LIFTSOFF from the bay, rips CHARGINGcables!

Stormtroopers UNPACKand aim MEGABLASTERS.

FN-2187 opens fire.

FN-2187 TEARS UP PARKEDTIE FIGHTERS and GUN EMPLACEMENTS WITH WELL-AIMED, STRATEGICLASER BLASTS! Hits the CONTROL ROOM!

THE WINDOWS ARE BLOWNIN BY LASER BLASTS!

The TIE Fighter blastsfrom the ship --

Poe pilots -- amazed,almost enjoying it.

The TIE Fighter ARCSBACK, DIVES THROUGH THE OPENING BETWEEN THE LEVELS OF THEMASSIVE SHIP, then FLIES DOWN AND BACK, along the ship's belly--

Poe flies toward theCANONS --

FN-2187 gets a target,FIRES!

LASERS BLAST fromthe TIE Fighter -- A SERIES OF CANNONS EXPLODE! Our TIEFighter SLICES THROUGH the debris!

FN-2187 YELLS in celebration:

Poe reacts, this tellshim volumes about FN-2187's history.

Even in the madness,Finn can't suppress his smile.

General Hux looksover the shoulder of LIEUTENANT MITAKA, at a console.

Hux turns: Kylo Ren entersfast, looms large, angry.

PUSH IN ON REN as Hux says:

Hux is unnerved that Ren knows-- he chalks it up to Ren's Force ability. Kylo Ren headsoff.

Massive WARHEAD LAUNCHERSSPIN and FIRE BLASTS towardthe TIE fighter, whichflies EVASIVE MANEUVERS -- most blasts hit the DEBRIS fromthe TURBOLASER DESTRUCTION.

The TIE fighter thenPULLS A BIG TURN, BACK TOWARD JAKKU, THE SANDY PLANET WHEREPOE LEFT BB-8.

Finn looks up suddenlyin alarm --

NEAR-MISS LASER BLASTSas Poe pilots aggressively.

Suddenly BAM! THEYARE HIT!

The TIE FIGHTER SPARKSAND SMOKES, SPIRALING out of control toward the surfaceof Jakku!

Captain Phasma andGeneral Hux stand before a holographic projection detailing FN-2187'sservice records.

A technician checksher readings, reports to General Hux.

TECHNICIAN #1 General. They'vebeen hit.

TECHNICIAN #1 (getting readings) Disabled. They wereheaded back to Jakku -- the fighter'sprojected to crash in the Goazonbadlands.

TIGHT ON FINN'S FACE:His EYES OPEN. He goes from unconscious to terrified, fast. He sits up, looks around. CUT BACK WIDE: he sits in themiddle of an EPIC DESERT, DUNES FOREVER. A BLACK CHUTE blowsin the wind behind him, scattereddebris.

Then he sees, overdistant dunes, RISING BLACK SMOKE. He gets up -- moves towardit, calling out:

Finn scrambles overthe massive dune to the TIE FIGHTER, SMOKING AND ON FIRE,small debris around it. He thinkshe sees POE'S ARM --he pulls on it, but it's JUST POE'SJACKET. He throws that offand tries to find a way in -- evena way to LOOK INSIDE, butthe smoke and heat make it impossible.

Suddenly the shipBEGINS TO SINK -- like it's being CONSUMED INTO QUICKSAND --Finn is slipping in too --

It becomes clear fast:if Finn doesn't get away, he'sgonna get sucked in too! So Finn scampers away from the TIEFIGHTER as it SINKS INTO THESAND! We're in the Sinking Fields. A few moments and IT'SGONE.

Finn's out of breath. Horrified. Then A GIANT EXPLOSION ERUPTS FROM below,SENDING SAND AND DEBRIS EVERYWHERE!

Finn sees this, disoriented,scared, exhausted and defeated. And all alone.

ENDLESS DUNES BEHINDHIM, Finn walks, removing piecesof his Stormtrooper gear,using Poe's FLIGHT JACKET for shade.

Exhausted, Finn continueshis trek across the endless,sandy nothingness.

Finn, parched andlosing hope, he walks to the edge ofa massive dune, looksout into the epic valley below. Miles ahead: NIIMA OUTPOST.

General Hux and Kylo Ren walkthe length of the bridge.

Ren heads off. Hux hateshim.

Sun-scorched and exhausted,Finn stumbles out of the desert into the Outpost. In a heatstroke daze he moves pastenormous old SHIP PARTS, MERCHANTS,SCAVENGERS and TENTED STALLS.

He sees a WATER TROUGHwhere a filthy, slobbering hippo-like creature (a HAPPABORE)DRINKS. Finn moves to it, useshis hands to desperatelyDRINK the filthy water. After acouple swallows he SPITSIT OUT, disgusted.

But he's parched andimmediately RETURNS FOR MORE.

ACROSS THE MARKETPLACE,REY kneels with an emphatically BEEPING BB-8.

Just then, TWO ofUNKAR'S THUGS approach and stop her. One clearly tells herthat they're taking the droid. BB-8reacts nervously as Rey resiststhem -- one pulls a SACK overBB-8 while the other grabsRey's arm -- in the tussle, ReyKNOCKS OVER METAL URNS forsale --

Finn, still drinking,is PUSHED OVER by the happabore. He falls to the ground,then turns to look when he HEARS CRASHING. He sees,through the tents, REY FIGHTING.

He moves UP CLOSERto help this young woman being accosted -- but he STOPS whenRey begins to FIGHT BACK -- scrappyand feral, she KICKS,BITES and HITS. Finn is taken abackas she DEFEATS the attackers,who hit the sand, hard.

Finn just watches,stunned.

Rey moves to the COVEREDBB-8 -- PULLS THE SACK OFF OFHIM.

Finn cannot believehis eyes. IT'S POE'S DROID!

Rey talks to BB-8,who, nervous now, looks around and... SEES FINN! BB-8 STARTSBEEPING like crazy. Then something insane happens: REYLOOKS AT FINN.

Finn is confused. Rey stands, staring at Finn, defiant. Finn can feel troublecoming -- and Rey begins CHARGINGAT HIM, quarterstaffin hand.

Realizing he's thetarget, Finn begins to RUN -- awayfrom her, through the tentmarketplace. Rey goes after him-- he turns a corner --then another -- then BAM! She's got

ahead of him and SLAMSHIM TO THE GROUND WITH HER STAFF!

Finn is on his back,out of breath and freaked out. She holds the staff onhim threateningly:

BB-8 ROLLS UP FAST,MOVES TO FINN -- a WELDING ARM TELESCOPES FROM HIS BODY ANDSHOCKS FINN!

Finn looks at her-- then the agitated droid, Finn's mind racing. He puts itall together. Frustrated, but sighs heavily, needing torespond somehow. So he makes a hard decision: to tellthe truth.

Rey and BB-8 react,surprised and wanting more.

BB-8 heads off tothe side, depressed. Rey watches BB-8, then considers Finnagain. Says, a bit impressed:

Finn's mind racesagain. He makes an easy decision: tolie.

Rey lowers her staff,Finn stands. Rey studies him:

She turns to him,concerned, curious. And asks:

Just then BB-8 BEEPSMADLY at something he sees.

Rey moves to him,peeks around a tent corner. Now Finnmoves to see: at a distance,TWO STORMTROOPERS TALKING TO UNKAR'S THUGS -- who POINTTHEIR WAY!

Finn urgently grabsher hand and heads for the tents:

Suddenly LASER BLASTSRIP PAST THEM, HIT THE CLEANINGUNIT, SPEWING STEAM! ReySCREAMS -- MORE BLASTS as they run!

Finn and Rey holdinghands, the three race, ZIGZAGGINGthrough a maze of tents:

Now Finn and BB-8follow Rey -- ANOTHER BLAST just missing them! They disappearthrough a tent.

TRACK FAST WITH STORMTROOPERS,through the tent maze. They come out of a tent,HAVING MOMENTARILY LOST THEIR TARGET.

REY, FINN AND BB-8duck into another tent:

Rey, Finn and BB-8move through RUSTY WARES and take cover. Quiet, urgent:

Finn QUIETS HER WITHA GESTURE, HEARING SOMETHING.

PUSH IN ON FINN --whatever he hears alarms him greatly-- he GRABS HER HANDAGAIN -- PULLS HER AWAY --

Finn pulls Rey fromthe tent -- BB-8 FOLLOWS -- As they race fromthe tent a TIE FIGHTER SCREAMS INTOVIEW FROM BEHIND THE TENTS! A SECOND FOLLOWS CLOSE BEHIND. IT FIRES AT THEM -- AMASSIVE BLAST SENDS REY AND FINN FLYING -- BB-8 ROLLING!

WIDE SHOT: TWO TIEFIGHTERS SCREAM OVER the town, the EXPLOSION throws sandand debris fifty feet into the air.

Rey is thrown HARDto the ground -- she is rattled, truly afraid. Then sheturns: FINN lies nearby, unconscious. Suddenly afraid, shescrambles to him, rolls him over. BB-8 ROLLS OVER, BEEPINGin concern.

As Finn comes to,he sees her. Through his fog:

And that very questiontouches her -- having never inher life been asked it.

Grateful, Finn takesit. They're off.

LOCALS run amok asTIE fighters DIVE BOMB. REY, Finnand BB- 8 SPRINT, BLASTEREXPLOSIONS GET CLOSER AND CLOSER!

Rey, STAFF strappedto her back, leads the way as she,Finn and BB-8 race intothe spaceport. Finn glances back:TWO TIE FIGHTERS BANKtheir return. They YELL:

Rey POINTS to a parked,four-engine SHIP ahead:

They run for the JUMPERbut the passing TIE FIGHTERS FIREAT IT, BLOWING IT APARTIN A HUGE FLAME BALL! Rey, comingto a quick stop, RIGHTUP TO CAMERA:

She turns and runsback -- Finn and BB-8 follow as theyall run toward the pieceof junk -- and we see it for thefirst time: THE MILLENNIUMFALCON!

TIE fighters BANKAROUND AGAIN. Finn, Rey and BB-8 runup the ramp of the semi-tarpedFalcon.

Finn, Rey and BB-8enter the ship -- she hits a controland the door DESCENDSCLOSED as she races to the cockpit:

Rey tosses her staffaside, jumps into the pilot's seat, frantically flipsswitches. BB-8 rolls in behind heras the ENGINES WHINE to life:

Finn buckles intothe gunner seat -- to his shock theSEAT WHIPS TO THE LEFT,startling him -- he grabs the controlsto steady himself.

Rey bucks herselfup. Doesn't believe her quick words:

Rey pulls the yoke:

THE FALCON ENGINESLIGHT UP BRIGHT!

The FALCON RISES,WILDLY -- ITS TARPS FLY OFF -- THE SHIP SPINS AND TILTS, SLAMSINTO AND CRUMBLES THE TOWN'S ARCHWAY!

From the tents, Unkar Plutt runsout, SCREAMS:

The Falcon BLASTSAWAY, two TIE FIGHTERS chase it, fast!

Rey pilots, headedfor the sky!

Finn SWINGS into frame,trying to work the GUNS.

For a crazy instantRey LETS GO OF THE YOKE, stretchesto the co-pilot controls-- THE FALCON CANTS!

Rey finally REACHESthe switches, returns to the yoke, stabilizing the ship,afraid of this next move.

BEHIND THE FALCONas it DRAMATICALLY BANKS AT AN UPWARDARC, UPSIDE-DOWN, thenSWOOPS PERILOUSLY LOW across the sand. Two TIE FIGHTERS SCREAMpast us!

In the cylindricalcorridor, BB-8 ROLLS TO THE CEILING!

Rey looks back fora flash as the TIE Fighters pass --They are ROCKED BY A BLAST!

Finn flicks switches-- The GUN TARGETING LIGHTS UP:

Rey strains, reachingfor something in the co-pilot seat.

Finn struggles withthe gun controls and SWEEPING CHAIR:

Finn finally FIRESBACK at the two TIE FIGHTERS!

Finn's shots MISS. The TIE FIGHTERS ARC BACK IN PURSUITand SCREAM PAST US towardthe Falcon! Both TIES FIRING!

The BLACK-SUITED PILOTFIRES at the Falcon.

The Falcon is ROCKEDby another BLAST!

Rey HITS SWITCHES,pilots the best she can:

The Falcon speedsthrough a ROCK FORMATION, GRAZING THEROCK, TAKING OUT A CHUNK-- the two TIE Fighters in pursuit,FIRING!

The Falcon BANKS SOHARD, the edge of the ship RIPS ALINE IN THE SAND as itturns, REVEALING THE SHIP GRAVEYARDAHEAD.

BB-8 EXTENDS MAGNETICCABLES to brace himself in a corridor.

Finn continues tofire at the TIE fighters, narrowly missing them.

Rey maneuvers theship deeper into the graveyard.

Finn SWOOPS into frame,FIRES --

-- HITS AND SHATTERSthe TIE FIGHTER!

The TIE FIGHTER CRASHESamid the DEBRIS, THREE SCAVENGERS instantly there toconsume the new bounty.

The Falcon, pursuedby the ONE REMAINING TIE FIGHTER,slaloms through the MASSIVEWRECKAGE, GRAZING THE OLD SHIPS asshe goes, pieces flying.

The TIE FIGHTER FIRES-- HITTING THE FALCON'S LOWER TURRET, SPINNING IT, JAMMINGIT INTO FORWARD POSITION!

ALARMS BLARE --

The ship is HIT AGAIN-- afraid, Rey's mind races as she scans the area --and gets an idea.

Rey pilots the shipup AND INTO THE REAR OF A CRASHEDSUPER STAR DESTROYER! Thefinal TIE FIGHTER FOLLOWS!

Finn peers out thewindow, realizing where they are:

The two ships slalomdebris inside the giant ship -- the Falcon GRAZING ONESIDE, THEN THE OTHER, SPITTING SPARKS!

Rey, scared, girdsherself as she quickly runs out ofspace in the wreck.

Just as the TIE PILOTGETS A LOCK,

Rey YANKS THE YOKE--

The Falcon makes aHARD RIGHT TURN out of the Destroyer. Rey then CUTS POWERAND FLIPS THE SHIP SO BACK FACES FRONT! FINN CAN NOW SEE THEPURSUING TIE FIGHTER! He FIRES, DESTROYING IT! REY GUNS THE ENGINESagain, FLIPS THE FALCON and FLIESAWAY as the TIE FIGHTERCRASHES!

The Falcon ROARS OFF,victorious, leaving the ship graveyard and disappearing intothe clouds.

The Falcon ROARS from Jakku offto space.

Rey excitedly unbucklesher seatbelt and hurries back.

Rey races past BB-8,who is RETRACTING his safety restraints. Finn, adrenalized,climbs from the turret, meets Rey inthe corridor, the LOUNGEin the b.g..

Now that was some

I don't know! --I've

flying! How didyou

flown some shipsbut I've

do that?! No one

never left the planet!

trained you? Noone?

Your last shot wasdead

That was amazing!

on. You got himwith one

(beat)

blast!

You set me up forit!

(laughs)

(cocky)

It was perfect!

That was prettygood. They're just staringat each other now, seeing somethingodd and weird and wonderful-- two people totally inexperienced in joy and camaraderie.

Bb-8 BEEPS somethingurgent -- she turns to the droid,kneels.

BB-8 looks at him:really? Finn is reminded: HE'S LIEDTO HER. She looks atFinn with a sweet smile.

But before Finn cansay anything they JUMP: across thelounge, STEAM BURSTS fromunder the grating.

They hurry to thegrating, PULL IT UP together. BB-8rolls over, watches.

She goes below asBB-8 BEEPS concern.

The First Order StarDestroyer above Jakku.

Lieutenant Mitakamoves to Ren, who looks out across the star field. Mitakaswallows, uneasy with his task.

Ren turns to lookat him, he says nothing.

Ren says nothing. Which says everything. Mitaka sweats.

Ren IGNITES HIS LIGHTSABER,TURNS AND SLASHES AT THE CONSOLE BEHIND HIM! HOLDON Mitaka, who reacts, looks away --winces. The horrible SOUNDSof Ren's rage continues. Finally Mitaka looks up. The metallicwall behind Ren is RIPPED withglowing scars.

Mitaka hates to saythe following, but:

Ren reaches out --Mitaka is suddenly, violently PULLEDTOWARD REN, into his blackglove:

Rey's head POPS upfrom under the grating, surroundedby STEAM. An EMERGENCYALARM BLARES.

As he checks a storagebox, she disappears down below, overwhelmed by thetechnical issues --

BB-8 watches as Finnsearches A SELECTION OF TOOLS:

Rey re-emerges, Finnhands her the wrench.

She catches it andgoes under again, leaving Finn andBB-8 alone. He contemplatestelling her the truth. This ishis moment. But insteadhe knees to BB-8, says quietly, urgently:

Rey pops up again:

Finn moves for thetool.

She and Finn lookto BB-8 -- who considers the whole situation, then BEEPS.

Finn hands her thetool, surprised but thrilled -- Rey disappears below again.

A smiling Finn givesBB-8 a THUMBS UP. BB-8 quickly extends his WELDING TORCHand TURNS IT UPWARD, then retracts it.

Bb-8 has moved toFinn -- TIPS HIS HEAD, shows him thetool.

He throws her thetape, she disappears below:

The STEAM and ALARMSTOP as Rey pops up, annoyed:

But then: ALL THESHIP POWER GOES OUT. BB-8 is nervous.

They plop into theseats, in a panic. She checks thedead instrumentation panel:

Finn quickly, awkwardlyclimbs up, looks out.

The Millennium Falcon,powerless, is a sitting duck. SOMETHING EPIC appearsfrom ABOVE: THE ANTENNA ARRAY ISTHE FIRST WE SEE OF AMASSIVE FREIGHTER, ITS GIANT HANGAROPEN LIKE A HUGE MOUTHWHICH SWALLOWS THE FALCON LIKE A WHALE!

Finn PLOPS into hisseat, horrified.

Finn's mind races-- then:

Rey stares at him-- and gets his plan! They head off--

The GAS MASKS hangingin the lounge are GRABBED.

Finn and Rey, gasmasks on, quickly climb into the open grating area.

They help BB-8 down,too: they both struggle like crazy,he weighs a TON.

UNDER THE GRATING

Finn pulls the gratingover them as Rey works on the controls.

LIGHTS COME ON! SOUNDof the SHIP RAMP LOWERING! FinnPULLS THE GRATING CLOSEDas he says:

Suddenly the FALCONDOOR OPENS -- AND HAN SOLO AND CHEWBACCA BOARD THE FALCON,weapons at the ready. PUSH IN ON THEM, ready for combat,operating silently, with hand signalsonly.

Han gives Chewie anod to check out the ship. Chewieheads off one way, Han inanother.

The grating aboveLIFTS OFF -- hands in surrender, theylook up at Han, who's traininghis blaster on them, threatening. They're SCARED.

Chewie MOAN-TALKS. Rey responds to him --

They climb up -- BB-8uses his magnetic arm to quicklypull himself out.

(to Chewie) Told ya we should'vedouble-checked the Western Reaches! (to Rey) Who had it, Ducain?

Han walks away, takesin the ship: it's his again. Doesn't see that Rey is awed. His back to all of them, he smiles.

Chewie responds asHan heads toward the cockpit.

Chewie replies: "Yeah,I guess, kinda..." Rey calls out:

Han enters the cockpit.

A moment of privatejoy. Then he sees something thatANNOYS him:

Han moves to the corridor.

Yup: Han stops inhis tracks.

The mention of Lukehas really hit Han. He turns to Finn.

Suddenly: a distant,METALLIC KA-CHUNK!

Han hurries out --they all follow, (Chewie, Rey, Finn,then BB-8), Finn with WILDCONCERN:

The Falcon is parkedin this giant freighter's hangar. Han moves to a CONTROLPANEL, they all follow him.

On the CONTROL PANEL:IMAGES ON SCREENS FROM ALL AROUNDTHE SHIP. Including theEXTERIOR, where a TRANSPORT SHIPis LANDING ON THE FREIGHTER. Han is fearful.

Han heads off as:

Han leads our groupdown a LONG NARROW HALL lined withcargo containers.

They turn a corner:

Chewie GROAN-TALKS,concurring.

CUT TO: LOOKING UPAS A HATCH OPENS IN THE FLOOR. HANAND CO. ARE THERE.

A TERRIFYING BAM:a GROTESQUE RATHTAR GIANT TONGUE SLAMS into the CARGO CONTAINERwindow behind Finn, whose heart stops.

A PORTAL opens. TheGUAVIAN DEATH GANG enters. One manin a SUIT (BALA-TIK),and five SECURITY SOLDIERS in badass UNIFORMS with ROUND-FACEHELMETS. They turn into andstop at one end of thecorridor. Han, Chewie and BB-8 fortyfeet away in the middleof the long hall.

Han smiles innocently,friendly. BB-8 nervously looksback and forth at the gang,and Han.

INTERCUT WITH:

They look up, tryingto get a view.

They start crawlingdown the crawl space.

Rey and Finn arriveunder the gang. They WHISPER:

We RISE THROUGH THEFLOOR to see the GANG and Han andcompany in the distance.

The SOUND of a PORTALOPENING. Han's face GOES WHITEas he turns to the OTHEREND OF THE CORRIDOR, where KANJIKLUB MEMBERS APPEAR. AGANG in a MEDIEVAL BANDITO style.

Han smiles uncomfortablyat the Kanjiklub members. Its LEADER, TASU LEECH,out front. Han tries to play it off:

Tasu speaks an alienlanguage, we SUBTITLE:

Tasu COCKS HIS WEAPON,there for blood. BB-8 is nervous.

Finn and Rey reactto the sounds of the new gang -- start CRAWLING BACK theother way to see them.

Han realizes he'sright.

Finn and Rey SUDDENLYSTOP CRAWLING, tense.

BB-8 hides behindHan's leg. PUSH IN ON Han as he realizes: Finn and Rey are inreal trouble.

Below the grating,Finn and Rey look at each other, afraid.

Above, another Kanjiklubber(RAZOO QIN-FEE) says (SUBTITLED):

One of the Kanjiklubbersbegins moving down the corridor, AIMING A FLASHLIGHTDOWN BELOW, searching for:

FINN AND REY, in aQUIET PANIC BELOW: THEY START CRAWLING FAST in the oppositedirection they came. Rey crawls off fast,Finn follows. They quickly arriveat a JUNCTION BOX AREA,Rey looking at the controls.

Rey begins RESETTINGthe FUSES, SPARKS shooting from themas they do. Finn quicklyjoins in.

Rey and Finn FINISHresetting the fuses boxes. Rey smiles optimistically. Finnlooks hopeful too.

DOWN AN EMPTY ROWOF LARGE CONTAINERS, which OPEN -- anda GIANT RATHTAR -- anENORMOUS, FIERCE AND RAVENOUS LANDOCTOPUS -- SLITHERS OUT OF ITSCAGE!

BACK UP TOP as BANKSOF LIGHTS BEGIN GOING OFF, ONE BYONE. The GANGS look around.

Han's eyes go wide-- he gets it -- and it's bad. QUIETLY:

Suddenly all the LIGHTSCOME ON AGAIN -- even down below,

where Rey realizesit hasn't gone as planned.

IN ANOTHER CORRIDOR,BACK WITH THE GANGS:

The gangs AIM THEIRWEAPONS JUST AS A RATHTAR APPEARSBEHIND THE GUAVIAN DEATHGANG, GRABBING TWO MEMBERS! THE OTHERS SCREAM AND RUN! Thegang FIRES BACK -- BLASTS FLY!

Han and Chewie react,flinching -- then turn to Kanjiklubas a RATHTAR APPEARSBEHIND THEM, ROARING DEAFENINGLY! The Gang turns -- othersrun, FIRE AT IT.

Han, Chewie and BB-8race down the hall -- A MEMBER OFTHE KANJIKLUB GANG comesaround the corner. Han PUNCHES him with one blow, throwshim toward the Rathtar. They keep steppin....

Rey and Finn hurriedlycrawl through the space below decks.

Two Guavian DeathGang members run through the ship --passing Tasu Leech, who seesanother Kanjiklub member down the corridor -- who getsGRABBED BY A TENTACLE! Tasu triesto help him, but he getsPULLED UP AND AWAY! Tasu hearsa distant terror-screamof a Rathtar, and runs the otherway. Other Kanjiklub membersYELL at him to avoid that direction -- they all turn a corner-- a RATHTAR IS THERE AND GRABSTHE TWO OTHERS! Tasu FIRESat the beast and RUNS OFF -- andwe land on a FLOOR HATCH,which opens. Rey and Finn climbout, quickly.

They turn a corridor--

Another corner --and GANG MEMBERS ARE BATTLING A HORRIBLE RATHTAR! Rey COVERSHER MOUTH.

Finn yanks her away. They race around another corner-- a RATHTAR IS THERE!

They scream and runoff -- but Finn is GRABBED, PULLEDAWAY FAST!

But the Rathtar'sfast and TURNS A CORNER, losing Rey--

TIGHT ON FINN as he'sbeing yanked down the hall, SCREAMING as he struggles toget loose!

Rey turns the corner-- Finn is gone -- nowhere to beseen.

Without Finn, sheis instantly distraught -- then she realizes: SHE'S JUSTPASSED A CONTROL PANEL! Her eyeslight up as she moves toit: a BANK OF VIDEO MONITORS OF THESHIP -- and there's Finn,being dragged by a Rathtar toward anOPEN BLAST DOOR. Rey'shand on the button, she waits... then SLAMS THE BUTTON!

The BLAST DOOR INSTANTLYCLOSES ON ONE OF THE RATHTAR'S TENTACLES! It SCREAMSIN PAIN, ITS SEVERED TENTACLE STILL WRAPPED AROUND FINN'SLEG! Finn scrambles up, desperately shaking the stickytentacle off his leg!

Rey arrives, runsto Finn, beaming to see him alive --he is adrenaline-rushed,in shock:

ANOTHER CORRIDOR -Finn and Rey run towards the Falcon.

Han, Chewie and BB-8take cover, Han exchanging BLASTERFIRE with GANG MEMBERSAT THE OTHER END OF THE HALL.

Chewie GROAN-AGREES. Chewie FIRES DOWN THE HALL as Han CROSSES THE CORRIDOR,BB-8 following nervously. As Chewie exchanges blasterfire, Han works the controls.

Han GRABS CHEWIE'SBOWCASTER, FIRES at the DOOR CONTROLS, BADASS!

Run with Finn andRey as they turn into the hangar, toward the Falcon. Han helpsWOUNDED CHEWIE up the ramp, seesthem.

Finn and Rey racepast BB-8 -- as they go up the ramp,Han says to Rey:

Han and Rey race upthe ramp as Finn heads up with Chewie, who SCREAMS WILDLYIN PAIN!

Han stands at the navicomputer,hitting switches. Reyenters fast, moves past himto Chewie's seat.

Han sits as, Rey hittingbuttons:

IN THE LOUNGE, CHEWIEIS IN PAIN --

Han and Rey in theseats:

A RATHTAR JUMPS ONTOTHE WINDSHIELD -- REY SCREAMS! Its GIANT MOUTH CHEWINGAT THE GLASS! Han works the controls:

IN THE LOUNGE, Chewieis in pain -- Finn going througha first aid kit -- theship is HIT again --

Three GANG MEMBERSrace out here and FIRE AT THE FALCON-- hitting FUEL LINES,BLASTING THE SHIP HARD!

The ship is hit.

He hits a switch --but NOTHING.

But Rey reaches over,hits a switch, matter-of-factly.

Han doesn't like itbut she's right -- he hits the switch again and the HYPERDRIVEFIRES! The hangar is FILLEDWITH LIGHTSPEED BLAST asthe ATTACKING GANG MEMBERS ARE BLASTED BACK LIKE DRY LEAVES. In the cockpit the RATHTAR RIPSAWAY as THE STARS STRETCHLIKE ELASTIC and we CUT TO:

Camera ROTATES asthe Falcon DISAPPEARS IN A STREAK, leaving the cargo ship behind.

PUSH IN on a HANGARDOOR where Bala-Tik arrives at thewindow, SEETHING. Makes aCALL:

A pair of TIE fightersroar towards a magnificent PLANET, frozen WHITE. Thisis the STARKILLER BASE, a naturalplanet that has been hackedand modified into something sinister. Over this we HEARa DEEP, almost SOOTHING VOICE. A voice very much in control,of power:

KYLO REN and General Hux ina dark space, looking UPWARDat someone addressingthem.

We're in a massiveand dark ASSEMBLY ROOM. Hundreds ofDESKS in a stadium arc,focused on a platform where we see SUPREME LEADER SNOKE. Notentirely human, at nearly twenty-five feet tall. All ofhim a STONY GREY. Old, wounded, fragile and powerful, allat the same time.

Snoke considers. Almost seems to die for a moment. Then:

General Hux, proud,cocksure, exits. Kylo Ren watcheshim go. Snoke SITS. A new intimacy in his voice.

Kylo Ren reacts withsubtle, but real, surprise.

A gentle, satisfiednod from Snoke, and Kylo Ren, obsessed, filled up, exits. Snoke watches him disappear, a grotesque evil SMILE growing-- as he DISINTEGRATES -- Snoke hasbeen a HOLOGRAM all along.

RACING with the Falconthrough the STRINGLIGHT of lightspeed.

CHAOS: INTERCUT betweenthe COCKPIT where Han and Reypilot, ALARMS SOUNDING, problemseverywhere, and the LOUNGE where CHEWIE YELPS as Finnnervously works to BANDAGE HIS SHOULDER. SPARKS!

CHEWIE HOWLS IN PAIN! Finn hangs in there, wraps a bandage on Chewie's shoulder:Chewie ROARS. BB-8 scurries off.

As Finn strugglesto bandage the Wookiee:

Han at the controlswhen all the alarms STOP. Rey, satisfied, sits in the co-pilotseat. Han is confused.

He looks at her. A little, appreciative laugh. Han exits, walking past BB-8.

Han kneels at Chewie,who lies awake but recovering. Han checks his friend'swound with care. Chewie MOAN-TALKS.

Han turns to Finn,who sits at the HOLOCHESS set, BB-8beside him. This is awkwardfor Han, but damn, he means it:

Finn has accidentallyhit a button on the chess set, andthe PIECES appear, lookingup at Finn, curiously. The pieces start to FIGHT asFinn fiddles with the controls, tryingto turn it off.

Han gives Finn a skepticalonce-over as Finn finally manages to TURN THE CHESSSET OFF as Rey enters. Han looks toBB-8.

BB-8 rolls forward-- and suddenly PROJECTS A HOLOGRAPHIC MAP, FILLING THE ROOM. PLANETS, STARS, SYSTEMS.

They all react. Chewiesits to look up. Han moves through stars, becomes reflective.

An alarm rings onthe control station, prompting Han totoggle some switches. BB-8cuts off the hologram. Chewie rises and moans to Han,but Han motions for Chewie to lay back down:

Han leaves towardsthe cockpit, Rey and Finn following.

BEHIND THE FALCONas it DROPS OUT OF LIGHTSPEED, revealing a BEAUTIFUL GREEN PLANETahead, TAKODANA.

Han pilots. Finnand BB-8 beside him, Rey as co-pilot.

Han notices Rey lookingout the windshield, almost intears.

Han watches her --sees a vulnerability that touches him.

The Falcon CRESTSOVER an ENDLESS GREEN FOREST TO REVEALa CASTLE on a picturesqueLAKE.

The Falcon lands nearthe castle, among dozens of WORN, smallish freighters.

Rey steps off theFalcon, UP TO CAMERA, BB-8 at her side. She takes in the toweringstone CASTLE, FOREST to oneside, LAKE to the other. Serene, beautiful, all new to her.

From BLACKNESS: astorage unit opens. Han rummages, retrieving old BLASTERS. Finn arrives behind him, concerned.

Hands him a BLASTER.

Han walks off. Finnwatches him go, wracked with guilt.

Han hands Rey a blasterpistol as she stands at looksat the castle.

Rey picks it up. Grips it.

Rey wants to say yes. But something stops her. A lineshe can't cross.

Han looks at her,questioningly.

Rey looks off, inthought. Yeah, Jakku.

Han heads off. HOLDon Rey.

Han walks them tothe castle.

The door opens. Music. Madness. And...

We ENTER THE LOUD,CROWDED MESS of a hall -- PUSHING PASTa room full of roughand odd ALIENS AND HUMANS, who gamble, drink, scheme, negotiate,argue -- until we end up onthe BACK of a tiny, thousandyear-old, four foot tall ALIEN,who suddenly STARTS, asif SENSING something -- the AlienTURNS TO US: she is FEMALE,wearing large ADJUSTABLE GOGGLES.

This is MAZ KANATA.

Everyone turns tolook. It's ALL QUIET in here.

NOISE returns. Mazwalks to them, pushes someone away.

Maz walks off, gesturingfor them to follow. Finn andRey are confused. Hanindicates for them to follow. Theydo -- passing the enormousGRUMMGAR, who sits with vixen BAZINE NETAL, who watchesthem suspiciously.

And we CUT TO:

IN A DARK ALCOVE -MOMENTS LATER

Bazine enters a shadowyspace, stealthily makes a callon a communicator. Clearly,BAZINE IS A SPY. Subtitled:

A massive Star Destroyerhovers over the hacked ice planet.

A dark space. Kylo Ren,CLOSE TO CAMERA, addresses someone OFF-CAMERA whom wedo not see.

As his emotion builds,he stands and heads off -- we FOLLOW HIM, PIVOTING TO REVEALwho he was talking to: THE BURNT, ASHEN, GHOSTLY DEFORMEDMASK OF DARTH VADER.

Maz is putting togethersome FOOD as she says:

Finn stops, seeingMaz adjusting her goggles, scrutinizing him -- her eyes getHUGE.

Maz adjusts the gogglesagain. Her eyes get impossibly BIGGER. She gruntsrecognition. She hoists herself onthe tabletop, knockingover food and plates, crawling towards Finn.

Rey is stunned. Maz,not so much. She crawls back toher chair. She pointsto some pirates in the corner.

Finn sees them. Considers.

Finn stands to leave. He offers the gun back to Han.

Finn heads off. Reygets up to follow. Maz dials herlenses back to normal, andturns to Han.

ON FINN

Who has arrived atthe table with the ALIEN SMUGGLERS.

Rey barges into theconversation, interrupting.

Finn gets up to talkto her.

Embarrassed, Finnmoves her away.

Rey looks at him,crushed. With quiet resignation, Rey watches Finn returnto the aliens...

And all three headoff. He gets to the front door andwalks through it.

Rey is heartsick,but she turns as she hears the soundof a young girl in anguish,crying. She follows the soundinto the castle, turningso she can't see that Finn has looked back at her one lasttime.

Rey steps down intothe basement corridor. BB-8 follows her. Walking carefullyand confused, she is not surewhy she's down here. She can hear the echoing sounds of ayoung girl crying. Sheheads down the hall... to the very end, where there is a door. It is almost as if a SOULFUL VIBRATION draws her closer. She looks at the door lock -- AND THE DOOR OPENS.

Hesitant, Rey enters.

Rey moves into thedark, small, vaulted storage room. Old treasures line thefloors and walls, but there is something specific Rey is drawnto: on a table, an old wooden BOX.

She moves to it, unsure,afraid, as if an energy frominside the box has been callingher here. BB-8 nervously follows. Rey reaches out, veryslowly, to touch the box. A moment heavy with tension.

Rey OPENS THE BOXand sees inside Luke Skywalker's original lightsaber. Withhesitation, she reaches towards it,but she cannot resist. As her hand makes contact with it,there is the piercing soundof a lightsaber igniting. She moves her hand away, asREY HEARS A MECHANICAL BREATHING sound. The CAMERA MOVES,LIGHTING CHANGES -- and we see behindher something impossible:a HALLWAY OF FROM DEEP INSIDE CLOUD CITY. Disembodiedvoices fill the air.

She stands -- looksaround, confused by all she sees and hears. -- Turns andsees, through a DOORWAY.

We follow Rey andshe runs down the corridor, but it all TILTS -- TURNS --and she lands on the

WALL -- which is nowthe GROUND -- dried GRASS.

She turns to look-- we PIVOT -- and see a BURNING TEMPLEAT NIGHT. We PAN to:

R2-D2 -- who watchesthe flames -- and a MAN appears (LUKE, whose face we do notsee). He falls to his knees, reaches out to the droid --with a MECHANICAL RIGHT HAND.

We PUSH IN ON REYas RAIN BEGINS -- and DAY TURNS TO NIGHT -- and she LOOKS UP --we TILT UP --

To see we're LOOKINGUP AT A WARRIOR as he is STABBEDBY A FIERY LIGHTSABER! He screams and falls to the ground-- we FOLLOW HIM, revealingRey again, now in a nighttime battlefield. Shegets to her feet, frightened by whatshe sees. We PIVOT AROUNDHER to REVEAL KYLO REN, and thesix other KNIGHTS OF REN,who flank him!

Come back around toRey, soaking now, as the RAIN STOPSand SUNLIGHT illuminatesher -- she turns to look -- we PIVOT-- and see...

A little girl. Reyas a child. She is sobbing, hysterical. Unkar Plutt's meatyhand holds her thin arm. She is on Jakku, watching a starshipfly into the sky, abandoning her.

The ship flies towardsthe desert sun, which is strangely eclipsed, as if beingeaten by darkness. Rey looks around her to see she is..

In a NIGHTTIME, BARREN,SNOWY WOODS. She's losing hermind, confounded and lostand she gets to her feet, her breath seen in the frigidair -- and then: THE SOUND OF CLASHING LIGHTSABERS! She movesthrough the woods, toward the sound.

Rey runs, heart pounding,when KYLO REN EMERGES FROM BEHIND A TREE! She stops,SCREAMS, FALLS BACK and LANDS IN:

She falls back, outof the room, suddenly sitting in the hall, out of breath,alarmed and perplexed.

She HEARS somethingand turns to look.

Maz stands at theend of the corridor, realizing whathas just happened.

Rey stands, fast. Still overwhelmed, emotional, speechless.

Rey suddenly stands.

And Rey runs off,passing Maz.

Rey's mind is spinning-- she can't take it -- she turnsand heads off, fast. BB-8 follows her. TIGHT ON MAZ, watching her go. Maz SIGHS,feeling for the young girl.

Rey exits the castle,needs to run, but doesn't know where. Heads toward the woods.

Rey moves throughthe foliage, heart racing. Over this,we HEAR a RUMBLING --intense, an OMEN of something horribleto come.

A massive rally: athousand STORMTROOPERS, TIE FIGHTERS, OFFICERS and VEHICLES. BRUTALIST STRUCTURES, mountainous SNOWY LANDSCAPE. Addressing them at a podium, flankedby RED FIRST ORDER BANNERS,is HUX. His voice ECHOES:

ENGINEERS performFINAL FIRING PROTOCOL. There's a senseof nervousness -- WILLTHIS MASSIVE WEAPON ACTUALLY WORK?

And Hux TURNS to givethe signal as we CUT BACK WIDE --a ROAR OF BOOTS ON PAVEMENTas the thousand StormtroopersTURN to face an endlesssnowy landscape. WHAT IS ABOUT TOHAPPEN?!

A view PAST THE RALLY. For a moment, nothing. Then,eerily SILENT, AN IMPOSSIBLEBLAST OF FIRE LIGHT -- LIKE AN ATOMIC BOMB TEST TIMES AZILLION -- BLASTS FROM MILES AWAY, INTO THE SKY! Secondslater, a TERRIBLE EXPLOSIVE ROAR!

The Troopers -- everyone-- is nearly PUSHED BACK by the FORCE of it -- themagnitude! Many have to COVER THEIREYES!

For MILES around theFIREBEAM, ICE AND SNOW MELTS INSTANTLY! Runoff tunnels FLOODEDwith AN OCEAN OF FRESH WATER. AIRBORNE CREATURES by the thousandsburst from trees and take flight.

Hux watches, his eyesWILD WITH POWER AND EVIL. FromHIS eyes, CUT TO:

TIGHT ON KYLO REN ashe watches the Starkiller firing.

Finn boards the AlienFreighter. The SOUND FROM THE SKY makes him turn back. He sees the PATH OF FIRE and hisblood runs cold, his heartsinks.

At a massive distancewe see PLANETS THE REPUBLIC CAPITAL SYSTEM -- INCREASINGLYLIT, THEN POWERFULLY HIT BY THEVAST FIREBLAST WHICH OBLITERATESIT ALL!

The galaxy CENTEROF GOVERNMENT at NIGHT. Impressive structures. Senatorsand dignitaries look in uncomprehending horror to the nightsky. LIGHT GROWING --

FROM A GREAT DISTANCEa CIRCLE OF FIRE -- LIKE A SMALLSUN APPEARING FROM NOWHEREAND GROWING CLOSE AND MASSIVE,TURNING NIGHT TO DAY! Andin seconds THE FIRE BLOCKS OUT EVERYTHING ELSE, AND THE ENTIREPLANET OF HOSNIAN PRIME IS INCINERATED!

A crowd of ALIENSfiles out from inside, all eyes on the FIRE IN THE SKY. Dozens of LANGUAGES exclaiming fearand horror. Find Hanand Chewie moving out, looking up.

Han and Chewie turnas Finn arrives, moving quickly through the crowd. With dread:

Rey races throughthe forest and finally comes to a stop, overwhelmed and exhausted. At an emotional breaking point, she has no idea whereto go, who to turn to. Then sheHEARS A BEEP -- turns tosee BB-8, catching up with her.

Then, ANOTHER SOUND-- LOUDER NOW -- they LOOK UP AGAIN:in front of the systemattack, A FLEET OF FIRST ORDER SHIPS ROAR OVERHEAD, TOWARDTHE CASTLE! Rey's heart sinks: HER FRIENDS ARE IN DANGER!

Maz leads Han, Finnand Chewie down the hall, fast:

MAZ'S CASTLE - TREASUREROOM - DAY

Maz opens the box-- holds out the lightsaber to Finn:

Finn grabs it as theroom is SHAKEN by an above groundattack.

Rey and BB-8 racefast back toward the castle -- EXPLOSION SOUNDS can be HEARDfrom the direction they're headed!

Rey races throughthe trees -- sees Maz' castle -- BEING DESTROYED BY FIRSTORDER SHIPS! Aliens RUNNING, GETTING OBLITERATED by SCREAMINGTIE FIGHTERS! Other TIE FIGHTERS and TRANSPORTERS LAND,STORMTROOPERS in attack.

Just then, filteredRADIO CALLS get Rey's attention: nearby STORMTROOPERS havespotted her, AND FIRE!

Rey takes cover, grabsher BLASTER -- but IT WON'T FIRE! She panics, then realizes:

SHE SWITCHES OFF THESAFETY and FIRES BACK! HITS TWOTROOPERS and retreats, callsto BB-8:

BB-8 follows Rey AWAYFROM THE CASTLE, firing back atmore chasing Troopers!

Kylo Ren moves throughthe DEBRIS. A Stormtrooper approaches:

STORMTROOPER #4 Sir, the droid wasspotted heading west, with a girl.

Kylo Ren LOOKS BACKSHARPLY, in Rey's direction --

Rey and BB-8 moveswiftly, terrified -- she stops them:

BB-8 BEEPS and headsoff -- Rey RUNS and TAKES COVER behind a massive, mossy tree. TIGHT on her TERRIFIED FACE --

Han, Chewie, Finnand Maz, exhausted, CLIMB UP, peek through debris.

Maz turns to Finn:

Maz grabs his wrist-- holds up his hand -- THE SABER.

He looks at her questioningly-- he's supposed to usethe lightsaber?! He TURNSIT ON.

HAN AND CHEWIE RUN,TAKE COVER from BLASTS, FIRING BACKat Stormtroopers, takingsome out!

Han borrows Chewbacca'sbowcaster, fires on Stormtroopers and sends them flying.

FINN SURPRISES A STORMTROOPERWITH THE LIGHTSABER, then another! Untrained,he's athletic, brave, impressive. One Stormtrooper has aMACE --

FINN and the TROOPERWITH THE MACE battle. The Mace Trooper KNOCKS FINN DOWN! The Stormtrooper is about to end him, when THE STORMTROOPERIS SHOT AND FALLS!

Wide-eyed Finn seesHan run over, having fired the blast! Han helps him up.

But TEN STORMTROOPERScome over a RISE, BLASTERS AIMED.

No way out, they DROPTHEIR WEAPONS: TIGHT on the LIGHTSABER as it HITS THE GROUND. A STORMTROOPER HAND picks it up.

Han's MIND RACES asa SQUAD OF TROOPERS appears behindthem. Finn, Han and Chewieare MARCHED by Stormtroopers backtoward a transport, handson their heads.

But then -- A FAMILIARROAR RIPPING ACROSS THE LAKE --Han turns -- they alldo: coming toward them across the water, X- WINGS AND RESISTANCESPACECRAFT APPEAR, BEGIN FIRING ATTHE FIRST ORDER SHIPS! PUSH IN ON HAN, HOPESURGING -- CHEWIE TALKS.

One X-WING in particular-- MARKED IN BLACK -- SWOOPSDOWN and takes out theparked TIE FIGHTERS and Troopers!

It's Poe Dameron atthe stick of his X-wing.

The Stormtroopersaround Finn, Han and Chewie SCATTER,TOSSED in EXPLOSIONS! TheLIGHTSABER LANDS AGAIN -- FINN PICKSIT UP.

Chewie picks up hisBowcaster, Han takes the blaster. Shoots a Trooper.

In the darkened woods,Rey, terrified, keeps her blaster aimed. Her eyes dartaround for her pursuer.

And then: THE UNIQUESOUND OF KYLO REN'S RASPING LIGHTSABER COMING TO LIFE --A SOUND she's HEARD BEFORE in the FORCEBACK.

Rey's heart skipsa beat: she's even more scared now.

Kylo Ren appears frombehind a tree -- Rey FIRES againand again -- Kylo Ren movestoward her, USING HIS LIGHTSABERTO DEFLECT EVERY BLAST.

She FIRES ferociously,but Kylo Ren keeps coming! Hishand rises -- Rey suddenlySTOPS -- GASPS -- UNABLE TO MOVE.

He walks AROUND HER,slowly, she won't let herself cry.

He comes around tosee her face. After a scary beat heWHIPS HIS SABER UP TO HEREYES, ILLUMINATING HER FACE.

WIDE SHOT: THE EPICBATTLE BETWEEN RESISTANCE AND FIRST ORDER TROOPS, REFLECTEDIN THE STILL LAKE.

Kylo Ren TURNS OFFHIS SABER, reaches up... and REACHES TOWARDS REY'S FACE. She can't move, strains in agony. After a beat, surprisedby what he finds, he removes his hand. She is relieved butstill afraid.

Rey is horrified. He TOUCHES HER FACE again: the pain,tears stream. Kylo Ren,taking more from her mind...

She stares at him,TERRIFIED, straining in agony --

Kylo Ren, mid-interrogation,TURNS TOWARD THE SOUND OFTHE EXPLOSIONS. StormtroopersAPPROACH through the woods.

STORMTROOPER #5 Sir, Resistance fighters! We need more troops.

Kylo Ren TURNS BACKTO Rey, his hand still on her face.

A GESTURE from Kylo Ren andREY LOSES CONSCIOUSNESS, FALLS FROM FRAME!

The BLACK-MARKED X-WINGSWOOPS DOWN again, FIRING, EXPLODING another TIE Fighter! On the ground:

Han and Chewie dodgedebris, FIRING and TAKING OUT TROOPERS.

FINN takes out 2 TROOPERSwith the blaster, then, outof breath, turns to see: Kylo Ren inthe forest, CARRYINGREY IN HIS ARMS, INTOHIS SHUTTLE! Finn's heart SHATTERS--

Han stops -- turns-- sees Kylo Ren entering his shuttle. Han is ROCKED.

Heroically, Finn runstoward the shuttle through LASERBLASTS AND EXPLOSIONS, butthe shuttle TAKES OFF -- Finn irrationally CHASES IT, SCREAMSDESPERATELY:

In crazed frustration,Finn stops running, watches the receding First Orderships, Rey their captive.

BB-8 moves fast, thenstops and looks up as the FirstOrder ships RETREAT, OFFPLANET. A considered beat, and BB-8heads BACK FOR THE CASTLE.

Post battle. Finnruns to Han:

And he and Chewiehead off.

Han moves toward aRESISTANCE TRANSPORT landing in thedebris. BB-8 rolls up besidehim, in wait for the transport.

ON HAN'S FACE, knowingexactly what's about to happen. Finally, the transportdoor opens.

And standing thereis LEIA.

She sees Han and isstunned. A silent beat, husband and wife reunited forthe first time in years. In the smokeand embers, no one saysa word.

Then C-3PO walks outfrom the transport, into the field:

He hurries off. Finally,alone again.

Chewie glad to seeLeia, greets her with a hug. ChewieMOANS a few words, looksat Han then boards the ship.

It is complicatedand loving and painful. Han says, quietly:

Leia hears this.

Maz watches throughthe smoke.

The FALCON and survivingX-WINGS ROAR past camera towarda PLANET WITH GREENFLORA AND A RING OF ASTEROIDS.

This is D'QAR.

The SHIPS DESCENDINGamong grassy mounds and sunken structures.

LARGE GRASS MOUNDScover HANGARS, beneath the odd, giant trees. BOOM DOWNas RESISTANCE GROUND CREW direct an X-WING to a LANDING. Inthe FOREGROUND, another X-wing canopyOPENS, a PILOT climbs out. PAN TO REVEAL the landed Millennium Falcon. Finn runsdown the ramp, UP TO CAMERA, desperate, searching. Then BB-8 SPEEDS RIGHTPAST HIM, almost knocking him down-- Finn watches as BB-8rolls over to the PILOT GETTING OUTOF THE BLACK-MARKED X-WING. The Pilot's helmet comes off.

IT IS POE!

Finn can't believewhat he's seeing. And Poe, kneelingin WARM REUNION withBB-8, listens and reacts to somethingthe droid tells him. Poe looks up and sees Finn -- and hecan't believe it either! Poe smiles, points at Finn. Froma distance, Finn gesturesin sheer amazement that Poe isalive.

They move to eachother -- and embrace.

BB-8 BEEPS -- Poelistens, turns to Finn.

MOVE FAST with Finnand Poe. Finn takes in this makeshift command center, burieddeep among vines and roots. They arrive at Leia, whostands with a group of Resistance Officers, includingADMIRALS ACKBAR and STATURA:

Finn is startled --Poe jumps in:

Chewbacca sits ona bed in the med bay. DR. KALONIA usesa device to help healhis shoulder. Chewie TALKS.

Chewie agrees.

C-3PO takes the DATADEVICE from BB-8 and inserts it into a BASE COMPUTER. THEPROJECTED MAP APPEARS in HOLOGRAM. Leia enters, studying it,dispirited. PAN as she moves, REVEALING HAN. C-3PO is hereand some others.

She heads off.

Flummoxed, Han followslooking at C-3PO.

Han follows Leia acrossthe base floor:

LOW WITH BB-8 as herolls over and finds, under a darkand dusty tarp in a corner, R2-D2. BB-8 BEEPS at R2, pullsoff the tarp and triesto start a conversation. But R2 DOESN'T RESPOND AT ALL. BB-8tries again. Nothing. BB-8 NUDGES R2. Nothing. Then:

BB-8 looks up at C-3PO,who stands there. C-3PO SIGHS.

Leia hears the changein Han's voice and softens. Sheturns.

Han looks at her withsympathy.

Han takes this in.

Rey wakes, disoriented. She is in an angled, upright restraining rig. Looks over, startled to see Kylo Ren,mask in place, standingthere.

Rey studies him. She's fearful... but curious.

Kylo Ren stops, considersher... then reaches up, unlatches and REMOVES HIS MASK. Rey reacts, stunned. It takesa moment before she regainsher own mask of defiance.

Rey reacts -- afraid-- how does he know?

Trepidation flashesacross Rey's eyes. Kylo Ren movescloser, his hand rising towardher. She recoils, but has nowhereto go. Kylo Ren nearlyTOUCHES HER FACE...

THEY'RE BOTH SURPRISED:they react to a feeling that passes between them -- ANENERGY THEY RECOGNIZE IN EACH OTHER. And then it's gone. Adversaries again. Rey can't move, quietly strains inagony, trying to resist Ren's probing.

Tears stream downher face as she resists. She triesto break free, but can'tbudge.

His hand still onher face, her eyes fierce through theagony:

But this just makes Kylo leancloser.

Where her strengthcomes from, she doesn't know, but:

He peers into hereyes intensely. She meets his gaze-- DESPITE THE PAIN SHEIS STRONG.

On Ren's face as HISCONFIDENCE BEGINS TO MELT AWAY. He has slammed up againsta barrier in her mind. He looks less certain by the momentas Rey seems to GROW IN STRENGTH. The FEROCITY of confrontationbuilds until it hits criticalmass AND REY DOES THE UNTHINKABLE! SHE ENTERS HIS HEAD, AMAZED AT WHAT SHE IS SEEING!

KYLO REN SUDDENLYWITHDRAWS HIS HAND, as if her face were FIRE HOT. TAKES ASTEP BACK, CONFUSED, RATTLED. Rey'sbody is released, she breathesdeeply, her powerful eyes stillon Kylo Ren, who startsto leave.

And we PRELAP:

Kylo Ren, mask off,stands before Snoke.

And while Ren's mindno doubt goes to Luke:

Kylo Ren hesitatesto reveal the truth. Then:

Ren turns back -- Hux entersthe large space, moves tothe platform beside Ren.

Snoke is visibly furious.

Kylo Ren is stunnedby the moment -- that isn't what hemeant at all --

SLOW PUSH IN ON REY,shackled, mind still racing overwhat's happened between herand Kylo Ren. She is flooded with emotions, feelingher potential, her strength, that inthis moment of being restrained,perhaps anything is possible.

She turns to the StormtrooperGuard. Studies him foran intense beat. Thensays:

The Stormtrooper Guardlooks at her. A beat.

TROOPER GUARD #2 What did you say?

Rey's eyes stay trainedon him. She shifts in her seat,her confidence wavering,but she repeats, with authority:

The Stormtrooper Guard,rifle aimed, MOVES FOR HER.

Rey's heart pounds-- is she about to be killed, freed,or laughed at? The tensionunbearable when the Guard says:

TROOPER GUARD #2 I'll tighten thoserestraints, scavenger scum!

LOW ANGLE: Kylo Ren,masked, rounds a corner, PASSES US.

Rey stares intentlyat the trooper. Calms herself. And tries again.

TROOPER GUARD #2 I will remove theserestraints. And leave this cell, withthe door open.

He reaches down andUNLATCHES THE RESTRAINTS. HE THENTURNS AND STARTS TO HEADOUT, her back to him as he exits. SHE IS IN SHOCK. Then tries,quickly:

TROOPER GUARD #2 And I'll drop my weapon.

The Trooper GuardDROPS HIS WEAPON without turning back-- Rey HEARS the gunfall. She's incredulous. The guardhas LEFT THE CELL, ITSDOOR OPEN.

REY, in ABSOLUTE DISBELIEF,MOVES QUICKLY OUT OF FRAME!

Kylo Ren enters thecell -- we PUSH IN ON HIM as he takesin the empty cell --AND IMMEDIATELY UNDERSTANDS WHAT HAS HAPPENED.

Enraged, he RIPS OUTHIS SABER and --

WIDE ANGLE, emptycorridor, toward the cell: we only HEAR the horrible SOUNDS. DESTRUCTION. YELLING. A few pieces of red hot DEBRISBOUNCES into the corridor.

Two STORMTROOPERS,crossing at the far end of the hall,STOP TO WATCH this displayof pure FURY. They retreat, andfast.

Workers at their controls. Vast snowy landscape seenoutside. Their GAUGES RISE-- THE WEAPON CHARGING SLOWLY --

A vast view of theplanet -- a MASSIVE SOLARVAC ARRAY surrounds a port TENMILES IN DIAMETER.

MILLIONS OF PANELSturn on the ARRAY -- a wave of BRILLIANT REFLECTIONS. Suddenly,like a planetary-scale TESLA COIL LINE OF ENERGY, THEPOWER OF THE SUN begins to TRAVELDOWN to the StarkillerBase planet.

Finn, now a memberof the inner circle of the Resistance,is huddled with the grouparound the MAP TABLE, which displays a WIREFRAME HOLOGRAMof a ROLLING VIEW OF THE SURFACEOF STARKILLER BASE. With Finn are Han, Leia, Poe, C-3PO, Statura, Ackbar, Brance,SNAP, MAJOR EMATT (60), NIEN NUNB, and others. An urgent,messy strategy session --

Poe hits a control. A WIREFRAME OF THE DEATH STAR APPEARS.

Poe hits another control-- the Death Star SHRINKS --AND SHRINKS AND SHRINKS,as the SURFACE AREA OF THE STARKILLER BASE IS DRAWN INTOA LARGER IMAGE, REVEALING THE ENTIREBASE PLANET. The DeathStar is a minuscule SATELLITE in comparison.

This is news to manyhere, and they're stunned.

An OFFICER runs up,hands Leia a DATACARD.

They all react tothis horrible news.

But no one has anything. Leia watches the silence, frustrated. Finally,rallying them:

Han is surprised.

All eyes on Finn ashe moves around the hologram to alocation on the StarkillerBase -- it is ZOOMED IN: A GIANT BLACK HEXAGONAL STRUCTURE.

Poe then tries tobolster spirits, looking at the BIG HEXAGONAL STRUCTURE:the Oscillator.

And everyone splits.

SERIES OF SHOTS: THERESISTANCE FLEET PREPARES FOR ITS MISSION. Pilots inspectcrafts, including Snap, Nien Nunb, and Poe at his black-markedX-wing. Mechanics make adjustments as Crewsfuel the jets. Ground controllersmove ships into takeoffformation. Pilots prep their ships, including BB-8, whois PULLED INTO Poe's black X-wing.

Finn approaches Poewearing the jacket.

Poe slaps Finn's shoulderas he heads off. Finn watches Poe, despite it all,a little laugh. Over this:

Chewie and Finn followHan's orders as they prepare theFalcon for one more daringrun, maybe its last:

Han looks over, there'sLeia.

She laughs, movesup close to him.

He looks at her, sayssweetly, out of the blue:

Han places his handson her shoulders. It could be thirty years ago.

They both know there'sa good chance he won't make itback. They pull each othertight, holding for dear life. Quietly, longingly:

Kylo exits.

TIGHT ON REY'S FACEas she peers nervously around a corner.

Rey runs down a long,glossy hall, taking cover in analcove, the Trooper Guard'srifle HELD TIGHT.

The Falcon SCREAMSPAST --

Flying at LIGHTSPEED,Finn, with Han and Chewie.

Finn is suddenly filledwith dread.

Chewie, thinking it'scrazy too, says: HELL YES WE ARE!

Chewie GROANS: he'sready. Han studies the PANEL INDICATORS.

Chewie and Han hitswitches --

The Falcon's ENVIRONMENTSHIFTS INSTANTLY FROM LIGHTSPEEDTO PLANET ATMOSPHERE-- it's suddenly FLYING 100 FEET ABOVETHE SNOWY, ROCKY GROUND,HEADED FOR A THICK FOREST!

Chewie GROANS:

But the Falcon hasno time -- it PLOWS through the trees! It then RISES --

ALARMS BLARE as theship SLAMS THROUGH BRANCHES, SHOOTSTOWARD SKY! Han does hisbest to steer -- Chewie GROANS -- inthe madness Han YELLS:

And the ship DIVESagain, back into the trees!

A quiet CLEARING onthe forest TREELINE. Suddenly the MILLENNIUM FALCONHURTLES OUT OF THE FOREST! From aneruption of BRANCHES and PINE,the ship DIVES -- SLAMS INTO THESNOW!

It DIGS THROUGH ATHOUSAND YARDS OF WHITE until it finally comes to a cantedstop, half buried in the snow!

Suddenly, Kylo sensessomething. Something familiar.

MASSIVE WIDE SHOTof an EPIC SNOWSCAPE. Han, Finn andChewie cross the terrain. WALKERS appears on the horizon. Han, Finn and Chewie takecover behind a base structure. Chewie carries a BLACK DUFFELof EXPLOSIVES.

Chewie MOANTALKS.

They follow Finn onthe snowy hike. On the horizon, THE LASER SIPHON SHOOTINGINTO THE SKY, SLOWLY SUCKING THESUN DRY.

Technicians at work,the SUN SUCKING seen in the windowbehind him.

A STORMTROOPER waitsto board a Transport Compartment. The door WHOOSHES open-- HAN, FINN and CHEWIE are there!

He fumbles for hisblaster but Chewie shoots first. WIDE ANGLE of the corridoras the Trooper flies back, dead.

Chewie drags him outof sight. Han and Finn peer arounda corner, wary.

Han and Chewie followFinn.

Captain Phasma headsdown a corridor, distant Stormtroopers. Suddenly Phasma is T-BONEDHARD AND FAST -- SHOVED OUTOF FRAME BY CHEWIE!

And now we're in aNARROW CROSS-CORRIDOR, CHEWIE WITHHIS ARMS AROUND PHASMA,FORCED TO FACE FINN, WHO HOLDS HISBLASTER ON HIS FORMER CAPTAIN. Han stands behind Finn.

Finn SMILES as weCUT TO:

TIGHT ON REY'S FACEas she peers nervously around a corner.

Rey runs down a long,glossy hall, taking cover in analcove, the Trooper Guard'srifle HELD TIGHT.

From this alcove,she can see down another LONG, PERPENDICULAR WALKWAY -- on oneside, a STONE AND STEEL WALL. On theother side, a VAST ATRIUM,with a railing-free DROP OFF, thewhite pill-light designdescending HUNDREDS OF FEET.

At the end of thiswalkway is an OPEN HANGAR DOOR, revealing HUNDREDS OF TIE FIGHTERSparked outside.

TIGHT on Rey's faceas her plan is clear. But the problem: between her and theship she wants to steal, is a GROUPOF STORMTROOPERS. Guards,in conversation.

As she tries to thinkabout what to do next, we see, FAR BEHIND HER in theperpendicular hall, ANOTHER GROUP OFSTORM- and SNOWTROOPERS headedher way!

Rey's mind races --another peek out and she RUNS FAST,across the walkway, and CLIMBSDOWN -- her fingertips disappearing over the edge justas the Troopers approach and continue.

WIDE SHOT as Rey holdson carefully as the guards walkoff, not seeing her overthe edge, a death drop below her.

But then she SEESSOMETHING and has a brainstorm. She strenuously cross-climbsto an invisible SERVICE HATCH,which She opens, and climbsINSIDE THE WALL, closing the hatch behind her.

A REMARKABLE IMAGE,inside the inner workings of the base. Tiny by comparison,Rey climbs amid the incredible infrastructure, adrop to infinity beneath her. She is between the LIGHTSOURCE and the WHITE PILL SHAPES, asshe makes her way ACROSS.

WIDE SHOT of the StormtrooperGUARDS, above the drop off into the atrium. What they cannot see is a SHADOWED SILHOUETTE OF REYagainst the ENDLESS WHITE PILL LIGHTSas she climbs acrossthe space, beneath them, toward herexit!

CLOSE AS PHASMA SITSINTO FRAME in front of a WORKSTATION -- Finn, Han and Chewie,blasters aimed. Phasma reluctantly works controls onthe workstation.

Chewie MOAN/TALKS. Phasma hits a few more buttons --the controls BEEP-CLICK. "SHIELDS DISABLE INITIATE". Eyeson the workstation:

The controls BEEP-CLICK. "SHIELDS DISABLED".

An ALERT: OFFICERSat their consoles, OVERLAPPING, urgent.

OFFICER

General, their shields are down!

LEIA

Han did it! Sendthem in!

Black Leader, goto sub-lights. Onyour call.

At LIGHTSPEED, Poepilots:

Nien Nunb pilots,acknowledges order in alien language.

Another pilot, ZOLO ZIFF.

With CONCUSSIVE BLASTS,the X-WINGS APPEAR and ROAR PAST CAMERA toward the StarkillerBase planet!

The CRASHED FALCON,two parked TIE FIGHTERS and a TROOP TRANSPORT VEHICLEbeside it.

At a distance, theX-WINGS DROP FROM THE SKY, TOWARD THE HEXAGONAL OSCILLATORSTRUCTURE IN THE DISTANCE!

The squad of X-wingsDIVE BOMBS the Oscillator, the Black Falcon leads. INTERCUTBETWEEN THIS AND VARIOUS X-WINGS.

Poe pilots:

Snap pilots.

Nien Nunb acknowledges.

LARGE EXPLOSIONS atopthe DISTANT OSCILLATOR, seen through the large windows! ALARMS BLARE in here -- we PULL BACKas Hux moves quicklyto see the damage, he turns sharplyto a First Order Officer:

DIVE BOMBING THE OSCILLATOR,HITTING IT DEAD CENTER INQUICK SUCCESSION!

Jess reacts.

A BEEPING from BB-8,riding in the back of his X-wing, and Poe looks out -- can'tbelieve what he's seeing: DOZENSOF TIE FIGHTERS!

Finn, Han and Chewietake cover, Chewie pulling some EXPLOSIVES out ofthe duffel. Blast doors nearby.

Finn turns -- ANDSEES REY, CLIMBING OUT FROM INSIDE THE WALL, carefully climbingback up to the main level! Hecan't believe it! ChewieMURMURS his relief. Han is maybemore grateful than anyone.

A Resistance Technicianturns to Leia:

Rey climbs up to thecorridor, vigilant. She hears aSOUND, SWOOPS her rifle at-- Finn, Han and Chewie! She cannot believe it! All Finnwants to do is hug her -- and shehim.

She is speechless-- this is all she's ever wanted anyoneto do. Chewie TALKS-- and Rey's eyes nearly tear up.

Finn awkwardly smiles. It's his nature. They embrace.

The X-Wings DOGFIGHTwith the TIE Fighters on the surface of the snowy planet. INTERCUT BETWEEN the ships SCREAMINGpast each other, and theCOCKPITS of the Resistance and First Order fighters. Poe'sfighter NEARLY COLLIDES with aclose- passing TIE Fighter!

A heavy cannon emplacementlaunches a missile that shredsan X-wing fighter.

The X-wings ROAR acrossthe sky, BLASTING and DODGINGthe TIE Fighters and missiles.

PULL BACK TO REVEALHan, Finn, Rey and Chewie, who runout here, into the snow,stopping, eyes on the sky, watchingthe lop-sided battle.

THE FOUR HEROES TURNTO EACH OTHER, RESOLVE IN THEIR EYES. A long moment of communication.

A Resistance Technicianturns to Leia:

Han and Chewie arrivehere to find THREE SECURITY STORMTROOPERS approachinga Maintenance Hatch. Instantly, Chewie takes out themiddle one with his Bowcaster. Hanand the other two StormtroopersOPEN FIRE, but Han's aim istrue. ALARMS START BLARING!

Running inside froma parked snowspeeder, Rey opens aservice hatch. Finn behindher, as she reaches into the mechanics of the place, verymuch like the very first shot we sawof Rey.

And she YANKS a pieceof TECH from the machinery and:

The HATCH OPENS! Han and Chewie, having been on the lookout, step inside, weaponspoised. Chewie MOANS.

Han and Chewie dividethe explosives. Talk in hushedtones.

He GROAN/TALKS toHan, who looks around, reconsiders.

They head off in oppositedirections.

Han finishes placingan explosive. Checks he's all-clear and hurries down tothe next level. Chewie climbs upa level.

A SQUAD of StormtroopersSNAP to alert as Kylo Ren approaches. CONTROLS ARE HIT andthe huge DOOR OPENS. Without hesitation, Kylo walks INTO THEOSCILLATOR.

A COLOSSAL CYLINDRICALSTRUCTURE. DARK CORRIDORS and CATWALKS. Kylo Ren comesto a stop. Scans the structure.

SENSING SOMETHING,he motions the Stormtrooper Squad upwards.

They rush past him. Kylo Ren turns slowly, and HEADSDOWN.

The Stormtroopersmove up the ramp, weapons ready, checking carefully where blindcorners intersect from the perimeter.

They come round tothe next higher level and PASS CLOSETO CAMERA. When they'vepassed, TILT to find CHEWIE, inthe shadows of the grillwork.

Once they're gone,he plants another charge.

The Snowspeeder comesto a stop outside the structure. Finn and Rey stop for amoment, look to the sky: THE SUN ISNEARLY GONE.

Han finishes settinga charge and is about to move onwhen he HEARS SOMETHINGand conceals himself behind a wide, vertical support. He peaks around the edge and his whole demeanor changes --

HAN'S POV: Kylo Ren appearsand stops at the railing,looking down into the filter.

Han looks at his sonwith a tortured storm of feelings.

WE'RE WITH KYLO REN ashe resumes his hunt. He headsdirectly toward WHERE HAN ISHIDING! Kylo Ren has an INCREASINGSENSE OF HAN'S PRESENCEas he moves closer. He comes to whereHan was hiding -- butHAN IS NOWHERE TO BE SEEN.

From his hiding placein a narrow, POWER CHAMBER in thewall, HAN WATCHES HIS SONPASS ONLY A FEW FEET IN FRONT OF HIM.

Han SHIFTS HIS POSITIONin the tight compartment, so hecan watch Ren's progress. Kylo Ren turns onto a FLAT BRIDGE THAT BISECTS the openspace.

Unaware of his father, Kylo Ren walkspurposefully across to the opposite side. Han watches his son walk off -- theCLANK- CLANK of Kylo Ren's bootsreceding.

This is Han's opportunityto escape but Leia's words echo through his mind. He makes a decision and moves out,to the edge of the catwalk. He calls out, strongly:

The name ECHOES as Kylo Ren STOPS,far across the vast catwalk. He turns.

Finn and Rey maketheir way into the space, opening aHATCH that allows A BEAMOF PRECIOUS SUNLIGHT to stream downlike a spotlight on Hanand his son. Finn and Rey get to arailing and look down. Theycan SEE and HEAR Han and Kylo Ren on the catwalk below.

Han moves toward Kylo Ren.

Kylo TAKES OFF HISMASK. Han is JOLTED -- seeing theface of his son for thefirst time as a man.

SEVERAL LEVELS BELOWthem, CHEWIE comes to the rail towatch.

Kylo flares.

UP ABOVE, Finn, Chewieand Rey watch, rapt. Stormtroopers dot the perimeterof the structure, watching the scene.

ON THE BRIDGE, Hanmoves closer, stern:

Kylo hesitates. Somehow,he does know it.

For the first time, Kylo Ren seemstruly conflicted. Tears flood his stoic eyes...

Han takes one steptoward his son, but stops himself.

Han hears his son'svoice again, pained and vulnerable.

Kylo Ren unholstershis lightsaber and SLOWLY EXTENDSIT to Han, within a footof Han's chest. Han almost can't believe it. The moment seemsto last forever. And just then,the LAST BEAM OF SUNLIGHTstreaming through the open hatch VANISHES.

Han actually smiles-- and reaches out for the dark weapon -- but with the lightnow gone, KYLO REN'S EYES FILL WITH DARKNESS, HE IGNITESTHE LIGHTSABER -- THE FIERY BLADESHOOTS OUT, RIGHT THROUGHHAN'S CHEST AND BACK!

ABOVE, Finn and ReyGASP -- SCREAM --

Han's last momentis looking into his son's face. HAN'S KNEES BUCKLE. Theblade tilts down with him... until KYLO REN EXTINGUISHES ITAND HAN HOLDS onto the catwalk --his life slipping away.

Finally Han FALLSBACK, OFF THE CATWALK, INTO THE DEPTHSOF THE STRUCTURE!

Leia, feeling it instantly-- knowing -- drops into aseat, DEVASTATED.

Kylo Ren is somehowWEAKENED by this wicked act. Himself horrified. His SHOCKis broken only when --

CHEWIE CRIES OUT INAGONY! Chewie furiously FIRES AT KYLO REN, HITTING HIM INTHE SIDE! Kylo Ren falls back, stunned.

Our MUSIC TAKES OVER,EPIC AND HEARTBREAKING as Stormtroopers FIRE AT CHEWIE, whois forced to retreat down a corridor, where he holds theEXPLOSIVE REMOTE -- he PUSHES THE BUTTON!

Hearing ONLY OUR SCORE,FIRST ONE, then TWO, then FOUR,then SIX EXPLOSIONS rockthe structure -- CATWALKS FALL asthe walls CAVE IN!

Kylo Ren SEES REYAND FINN, WATCHING THE EXPLOSIONS INSHOCK -- then they SEE KYLO REN,WHO RECOGNIZES THEM BOTH, WITH ASTONISHMENT. Herises to his full height and heads for them with long strides.

Stormtroopers beginto BLAST AWAY AT REY AND FINN! CRAZED, REY FIRES BACK ASBLASTS HIT AROUND HER. FINN WRAPS ANARM AROUND HER AND DRAGS/CARRIESHER OUT OF SIGHT!

COMMODORE META reacts.

From a distance theoscillator is ablaze and fracturedfrom the explosives. ThenRey and Finn appear, coming overa rising, running intoa bare-tree snowy forest.

Finn and Rey, overcomewith emotion, race through thesnowy forest -- until FinnSLOWS AND STOPS. Rey stops too,both out of breath. Theylook at each other. They both know: they can't run.

Kylo Ren moves throughthe trees -- until he STOPS. Takes out the saber, ignitesit.

A still figure amidstthe gusts of wind and snow.

STANDING THIRTY FEETAWAY, FACING HIM, ARE FINN AND REY. Finn holds LUKE'S LIGHTSABER,Rey the Stormtrooper BLASTER.

After a beat, Reymoves forward with the blaster -- AIMSIT!

Kylo Ren RAISES AHAND -- Rey struggles under his FORCEPOWER -- she can't fire --he strains too, especially with theWOUND Chewie inflicted. Kylo Ren GESTURES POWERFULLY -- Rey's BLASTER FLIES OUTOF HER HAND -- another GESTURE and Rey FLIES BACK and SLAMSINTO A TREE thirty feet away!

She drops -- LANDSHARD in the snow. Dazed, hurt.

Finn turns to her,afraid and concerned. But the SOUNDOF KYLO REN'S LIGHTSABERmoving makes Finn TURN BACK TO KYLO REN, lit by the glowingYELLOW AND RED BLADE.

In reply, Finn TURNSON LUKE'S LIGHTSABER -- upon seeingthe weapon, Kylo Ren REACTSIN SHOCK.

Despite his fear,Finn raises his blade in welcome. Kylo Ren CHARGES at him- Finn terrified -- Kylo Ren LUNGESbut Finn DEFLECTS Ren's SPARK-SPITTINGblade!

Kylo Ren TURNS, ATTACKS,CUTS -- amazingly Finn BLOCKS, COUNTER-ATTACKS --clearly IMPRESSES KYLO REN, who onlyenjoys this challenge more!

Rey RECOVERS, getsher bearings. Her eyes focus on thetwo men fighting, throughthe trees.

Kylo Ren is obviouslyhampered by his wound, yet he attacks with a primal SAVAGERY-- Finn BLOCKS, turning DEFENSIVE moves into OFFENSIVEones. And he ACTUALLY GETS A HITIN! LUKE'S SABER GRAZING KYLO REN'S ARM! Kylo MOVES BACK-- wounded, but moreenraged than weakened. Kylo Ren CHARGES AGAIN -- their WEAPONSPOUND, SPARKS FLY, their bladesLOCK, the men are CLOSE,LIT BY the powerful, CRASHING sabers:

And Kylo Ren PUSHESFINN BACK, attacks with pure ferocity-- Finn is stunned --unprepared for this fierceness.

Rey sees this -- Kylo Ren unleashesa MERCILESS SERIESOF BLOWS, pushing Finnfurther and further back until heloses balance.

That's when KYLO REN STRIKES:HE LANDS A BLOW TO FINN'STORSO -- LUKE'S LIGHTSABERFLIES FROM FINN'S HAND, THROWN TWENTYFEET!

Kylo Ren TURNS OFFHIS LIGHTSABER and REACHES FOR LUKE'S LIGHTSABER -- BECKONINGIT WITH THE FORCE.

LUKE'S LIGHTSABERVIBRATES IN THE SNOW.

Kylo Ren GESTURES,INCREASES HIS POWER -- LUKE'S LIGHTSABER FINALLY FLIES OUTOF THE SNOW, BULLETS TOWARD KYLO REN --

-- AND SPEEDS PASTHIM!

KYLO REN TURNS TOSEE LUKE'S LIGHTSABER LAND IN THE HANDOF REY, WHO STANDS, FACINGHIM, HAVING REACHED FOR IT HERSELF, BUT UTTERLY STUNNEDTHAT IT LANDED IN HER HAND! SHE IS SHOCKED -- AND SOIS KYLO REN!

Holding it with bothhands, SHE IGNITES LUKE'S LIGHTSABER FOR THE FIRST TIME,HER EYES BLAZING.

Kylo Ren IGNITES HISSABER.

It's REY who chargesnow -- Kylo Ren immediately on the defensive. They BATTLEPOWERFULLY -- He is clearly rocked by her raw, innateskill.

Another pilot looksdown -- SEES THE EXPLOSION -- coming from the OSCILLATOR. Relatively small, it's an opening:

And the X-WINGS DIVEand BLAST the OSCILLATOR --

Another two X-wings-- including Poe's -- soar throughthe trench leading tothe oscillator structure!

The alien pilot's X-wingis blasted to pieces.

The trailing X-wingspeel off as Poe's black fighter darts into the fiery breach.

Outside, the SUN ALMOSTCOMPLETELY GONE -- PULL BACK THROUGH

THE WINDOW TO REVEALA STARKILLER TECHNICIAN:

Poe's X-wing weavesthrough the breach. A pursuing TIE fighter does not clearthe gap, leaving Poe to circlethe interior of the unguardedstructure, firing volley after volley of torpedoes.

The remaining X-Wings-- including Poe's -- BLAST theplace -- and the structurebegins to CRATER, deep underground EXPLOSIONS!

Amid the BARE WHITETREES, ONLY TWO LIGHTSABERS -- LUKE'S BLUE AND REN'S YELLOW-RED-- ILLUMINATE the FLURRIES OFSNOW as Rey and Kylo Ren BATTLEHARD.

She seems to be, impossibly,STRONGER THAN HE IS for halfa dozen blows -- untilhe FINDS HIS STRENGTH and FIGHTSBACK -- MOVING FORWARD andPUSHING REY BACK, into the forest.

Suddenly a COLOSSALCHUNK OF THE FOREST RIGHT BEHIND REY DROPS AWAY! Rey issuddenly fighting on the EDGE OF A MASSIVE, BRAND NEWCLIFF!

Rey closes her eyesfor a long beat. When Rey opens them, she is centered, fortified,and she POUNDS BACK, SINGLEHANDED SWIPES, hitting Ren's gnarly,spitting saber with incredible FORCE. It's so fastnow, so furious, that Kylo Ren FALLS BACK -- She ATTACKSHARDER!

Ren gets up againbut she HITS HIS SABER'S HILT -- HISBLADE GOES FLYING OFF, TUMBLINGINTO THE SNOW -- and she SLASHES AGAIN AND AGAIN ANDHITS KYLO REN SQUARE IN THE HEAD AND CHEST. HE GOES DOWN,SUDDENLY A FEARFUL MAN, A LARGEBURN SCAR SLASHED ACROSSHIS FACE! He still reaches for hissaber.

And she could killhim -- right now, with ONE VICIOUSSTRIKE!

But she stops. Realizingshe stands on a greater edgethan even the cliff --the edge of the dark side. The earth SHAKES. The earthsplits. A gully forms.

The area where theRALLY was held is now COLLAPSING intoa giant sink hole! We WHIP PAN to a YOUNG TECHNICIAN, who watches this out thecontrol room window in horror. He hurries off, passingCOLONEL DATOO, who admonishes:

As he hurries off,WE HEAR:

Hux stands beforeSNOKE'S IMAGE. Relative quiet here,but distant SOUNDS OFDESTRUCTION. Hux tries to keep it together but is horrified,heartsick:

Snoke takes this in. Furious, desolate... knowing.

Rey turns, runs ahundred feet through the forest to:

FINN, who lies, neardeath, not far from where the GROUND FELL AWAY. Rey fallsto her knees near him, turns himover, sees his cauterizedbut possibly fatal wound.

Tears come to hereyes as she lifts him, holds his lifeless body in her arms. Snow flurries around them as she cries, holding this boy whoshe just met, who she already adores.

They are left hereto die -- nearby MORE TREES DROP asthe planet continues toCOLLAPSE. And just as it seems likeall is lost... Her weteyes look up to see:

LIGHTS RISE FROM THENEWLY-FORMED CANYON -- IT'S A SHIPWE KNOW -- IT'S THE MILLENNIUMFALCON -- and its lights ILLUMINATE REY, WHOSEFACE FILLS WITH HOPE!

CHEWIE IS AT THE CONTROLS. He ROARS to them!

Chewie exits the ship.

MOMENTS LATER ChewieCARRIES FINN up the ramp. Rey hurries with them back intothe ship --

Chewie carries Finninside, followed by Rey.

And we FLY WITH THEFALCON as it leaves the planet --we can see CHEWIE AND REYPILOTING, the COLLAPSING PLANET BEHIND US. The ResistanceX-wings, led by Poe, follow the Falcon.

The X-wings ROAR OFF,skyward as the MUSIC SOARS, thePLANET IMPLODES -- THE SUNLIGHTIT CONTAINS BURSTS FORTH, andas we get further and furtherdistance from what was Starkiller Base, we witness theREBIRTH OF A SUN. Light restoredto a corner of the galaxy. The Millennium Falconand the X-wings RIP THROUGH SPACE, headed home.

ESTABLISHING SHOTas the Falcon on the landing strip.

The Falcon has landedamong the remaining Resistance ships. Poe is there, watchingas Chewie scuttles down the ramp carrying an unconsciousFinn. Medical Personnel and Officers, meet them, usher theminside.

Rey walks down theramp and sees, for the first time,Leia. C-3PO and BB-8 behindher. The crowds are cheering.

Rey is so sad forLeia, so sorry.

The two women movefor each other. And Leia takes Rey's face in her hands. Despite her heartbreak, she is grateful. She embraces Rey. A mother's embrace.

Rey cries, too, inthis emotional first meeting.

Chewbacca sits quietly,as do many in the base, mourning their losses.

As BB-8 approaches R2-D2,the long dormant droid suddenly stirs. The droidsbeep at each other.

Leia stands aloneand in silence, heartbroken.

Leia turns to see droids.

Rey stands with Leia,Poe C-3PO, BB-8 and a handful of Resistance Officers. Suddenly R2-D2 PROJECTS A HOLOGRAM! A LARGE NAVIGATIONALMAP WITH A SPECIFIC MISSING CHUNK!

BB-8 BEEPS -- Poeturns to him --

Poe runs over -- removesthe ancient data device that Lor San Tekka had givenhim from a base computer. He inserts it back inside BB-8,who then PROJECTS HIS MAP -- which he SHRINKS DOWN TO SIZE-- and the two droids MOVE SLIGHTLY-- TOGETHER -- THE TWOHOLOGRAMS UNITE, BB-8'S PIECE FILLING IN R2-D2'S PERFECTLY!

Everyone REACTS --amazed --

Suddenly there areCHEERS AND EMBRACES.

C-3PO leans down to R2-D2 andsays, quietly, sweetly:

A NEW DAY. Finn,unconscious in an I.C.U. POD. His fate uncertain. Rey sitswith him. Deeply worried. Finallyshe leans in, close tohim. She kisses him and says, quietly, despite her fear:

Chewie does last minutechecks of the Falcon. Rey stands with Leia a beat andthen turns to head to the Falcon. As Rey walks off, shehears Leia call out:

Rey turns around.

This fills Rey up. She smiles gratefully. Rey crossesto the Falcon.

Rey sits in the pilotseat, Chewie as co-pilot. Rey looks at him compassionately.

Rey FLICKS SWITCHESand --

The Millennium FalconRISES.

Leia, with Poe, BB-8,and C-3PO (with his proper arm replaced), watchesthe next generation of Jedi begin her journey.

The Falcon FLIES throughspace and BLASTS to LIGHTSPEED.

A pristine and mightyOCEAN. Endless BLUE, dotted with random, beautiful,mountainous BLACK ROCK ISLANDS, dotted with countless GREENTREES.

The Millennium FalconFLIES INTO VIEW, BANKS toward oneof the ISLANDS.

Rey, her staff strappedto her back, begins her hike upthe considerable mountain,glancing back at Chewie and R2-D2, who watch her fromthe bottom of the ramp. A deep breath and Rey continuesher journey.

Built within the rockand foliage of this idyllic islandare seemingly endlessANCIENT STONE STEPS. Rey continuesto climb them, determined,despite her fatigue.

Rey arrives at a clearing. Small, modest, primitive stone structures. But noone around. Rey walks past them,sees, senses no one.

And then she stops. Feels something. She turns.

Standing forty feetaway from her, his back to us, isa MAN, in a CLOAK AND ROBE.

Rey stares, knowingexactly who it is. But she just stares for what seems likeforever. Until he finally TURNS,SLOWLY, to her. Pulls backhis hood.

IT IS LUKE SKYWALKER.

Older now, white hair,bearded. He looks at Rey. A kindness in his eyes, but there'ssomething tortured, too. Hedoesn't need to ask her whoshe is, or what she is doing here. His look says it all.

In response, Rey pullssomething from the pack.

LUKE'S LIGHTSABER.

And she holds it outto him. An offer. A plea. Thegalaxy's only hope.

HOLD ON LUKE SKYWALKER'SINCREDIBLE FACE, amazed and conflicted at whathe sees, as our MUSIC BUILDS, the promise of an adventure, justbeginning...