"THE ROCKETEER" (1991)

We begin in BLACKNESS.

With an ominous RUMBLE, a brilliant crack of light splits the screen in half. The split widens.

It's a hangar door opening, pushed by two men in silhouette.

HIGH ANGLE from up in the hangar's rafters. In the dusty light a strange and stubby caricature of an airplane is wheeled out onto the tarmac, pushed carefully by four men in greasy overalls: lanky GOOSE TAYLOR, thick-bodied SKEETS MORAN, pudgy, red-faced MALCOLM WILLIS, and grease-monkey EUGENE TURNER.

The black and yellow GeeBee Racer emerges from the darkness of the hangar, sunlight gleaming off its propeller and fresh paint. It's little more than a gigantic radial engine with wings and a cockpit. A hunched, aggressive animal ready to pounce.

A dozen or so fliers and mechanics watch from the runway's edge. This is something they've been waiting for.

WIDE SHOT

As the racer is pushed along the taxiway, two figures cross through the f.g., converging with the plane. CLIFF SECORD is a handsome young aviator in jodhpurs and boots, a bit cocky and impulsive, with the easy movements of a natural athlete. His jaw works on a piece of chewing gum.

Beside him strides AMBROSE "PEEVY" PEABODY, late fifties, bespectacled, weather-beaten and quick-tempered, a self- taught engineer and master mechanic.

He pauses at the tail and sticks his chewing gum to the rudder and moves toward the cockpit.

Cliff swings his leg over into the cockpit and hoists himself up. He settles easily into the tight pilot's seat. The plane fits him like a glove. GOOSE prepares to lower the canopy down over Cliff. Peevy stops him and looks Cliff straight in the eye.

Cliff nods solemnly at first, but can't restrain his roguish smile.

The infectious smile spreads to Peevy's face. As the canopy is lowered and fastened, Peevy steps back a few paces and flashes a "thumbs-up" to Cliff who grins and returns the gesture.

The moment has arrived. Cliff nods to Peevy.

SKEETS spits in his palms, takes hold of the blade and pulls down hard. It catches on the first try and the engine ROARS to life. Instant hurricane. The sweet thunder of 450 horses.

Cliff REVS the throttle. The GeeBee starts to roll. Peevy yanks the gum off the tail and flicks it away. He rubs his thumb over the paint to clean the spot, then moves clear. The GeeBee turns and taxis toward it's starting position. Peevy and the ground crew cross the runway to watch from the bleachers.

The GeeBee swings around into position, pointed down the shimmering ribbon of asphalt.

Cliff glances at a postcard-sized photo taped to his instrument panel, a black and white glamour shot of a gorgeous girl in a satin gown. It's signed: "With Love from your Lady Luck, Betty." A heart with an arrow through it is drawn around the name.

Cliff opens the throttle. Indicator needles jump. The plane picks up speed and surges forward, pressing him back in his seat.

The fixed landing gear skitters over the asphalt, and then, as the spectators hold their breath, the GeeBee lifts and climbs gracefully, circling the field.

The air speed gauge passes 200 mph. Cliff's grin widens.

Cliff comes barreling in on the deck in a run across the field. The spectators whip around as the Geebee rockets directly overhead with a THUNDEROUS ROAR, tipping its wings in a victory salute. The plane climbs and levels off toward the surrounding foothills.

ON THE GROUND

Utter pandemonium. Peevy is smiling and calm as he gets bounced around in a back-slapping frenzy of jubilation.

He suddenly frowns and looks down. He raises his foot to discover a sticky tangle of chewing gum on the sole of his shoe.

climbs effortlessly up into a glorious cloudscape and accelerates away, almost disappearing from view.

The FIRE ERUPTING from the muzzle of a Tommy gun. The weapon is in the grip of a thick-necked man with gnarled features and brilliantined hair. LENNY rides in the rumble seat of a tan Ford Roadster, pursued down the switchback road by a police car and a green Plymouth sedan.

WILMER is at the wheel, whipping through the curves, his ferret gaze barely clearing the dashboard. On the passenger seat is an odd suitcase, custom designed to hold some special instrument. The case is hand tooled leather, the spines and fitting are brass.

JAKE "WOOLY" WOLINSKI is at the wheel, thick-necked and square-jawed. His partner FRANCIS FITCH is lanky and intense.

No sooner said than done. A volley of Tommy gun BULLETS shreds the black and white's front tires. It spins out, careening off the road like a top. Fitch and Wooly duck as a barrage of BULLETS takes out their windshield in a shower of glass.

Fitch levels his revolver out the window and starts BLASTING.

A SLUG tears Wilmer's tweed cap off his head. He touches his scalp and checks the rearview mirror for a graze. His reflection shatters as another SLUG obliterates the mirror.

Lenny rears up, Tommy gun BLAZING. He stitches a pattern of bullets across the Plymouth's grill, blasting it to fragments. Steam belches from the ruptured radiator.

Wilmer accelerates over a hill only to discover a Model T truck CHUGGING up the other side. Wilmer whips the wheel and the car leaves the road, bouncing over a ditch and into a beanfield.

The Plymouth swerves, sideswiping the truck and pursues the roadster into the field.

The cars race across the field, churning up a cloud of dust.

Lenny ducks down and slams a drum of fresh ammo into his Tommy gun. As he sits up he spots the GeeBee coming over the hill headed straight for them.

Lenny whips the Tommy gun skyward.

BULLETS strafe the plane, chewing through the metal, ripping holes in the underside and through the engine. A ricochet cracks the windscreen.

The engine suddenly SPUTTERS and begins to emit grayish smoke. Cliff tries to stay cool as his instruments go haywire. He fights the controls, but it's a losing battle.

The cars fishtail out of the beanfield and back out onto a winding road. A roadside sign flashes by:

CHAPLIN AIRFIELD 1 MI

Wilmer looks back.

Cliff fights the stick, barely in control. It's all he can do to keep her from plowing into a hillside.

Surprise! A rod blows through the cowling. Cliff's canopy is instantly coated with a thick stream of brackish motor oil. He's suddenly flying blind.

He pounds frantically on the windscreen, trying to punch through the bullet crazed glass. It finally gives way just in time for Cliff to see

-- another plane coming right at him! Cliff screams and jerks back on the stick.

hops over (with inches to spare) what is revealed to be a highway billboard advertising the movie "WINGS OF HONOR." The tin propeller on the painted warplane spins wildly in the GeeBee's wake.

The Plymouth pursues the roadster down a eucalyptus grove road. Wilmer whips the wheel and goes tearing through the trees. The Plymouth chases the roadster on a parallel track. Fitch and Lenny exchange a furious BARRAGE. Bullets ricochet off eucalyptus trunks:

Wilmer veers the small roadster between two eucalyptus trees and barely gets through.

Wooly hits the gas, determined to follow the roadster through another gap. Fitch braces against the dashboard.

The car SLAMS to a jarring stop, caught between the two trees.

Wooly glares back. He throws the car in reverse, GRINDING gears.

We see the roadster tear across the open ground behind the hangars.

The car drives into the hangar and SCREECHES to a stop. Wilmer hops out with the maroon suitcase and turns to the rear of the car.

Lenny is slumped in the rumble seat, staring with glazed eyes, dead.

The Plymouth, minus two front fenders, barrels across the field toward the hangar, shot to pieces, trailing steam and smoke.

Wilmer's mind races, eyes darting frantically about. His eyes fall on an Art Deco vacuum cleaner and a duffle bag. He grins with desperate mischief.

The sound of the approaching GEEBEE reaches the stands. Peevy rises, his mechanic's ear detecting the plane's labored SPUTTER.

Then, the GeeBee appears, wobbling towards the runway, a plume of smoke boiling from the cowling. The group stares in horror.

Descending, Cliff tries to wipe the spewing oil from his goggles. Through the billowing smoke, he can barely see the runway only seconds away.

Panicked, Wilmer pilots the roadster out of the hangar doors and across the pavement. The FBI Plymouth SCREECHES around the rear corner of the building and SKIDS to a halt. Fitch leaps out, crouches into a marksman's pose and FIRES at the fleeing roadster.

Speeding up the runway, Wilmer risks a look back at his pursuers. His body jolts as he is hit in the shoulder.

He turns is gaze forward in time to see the GeeBee a moment away from his windshield.

Through grease-smeared goggles, Cliff sees the roadster directly in his landing path. Crying out, he futilely yanks back on the stick.

Wilmer jumps from the car and bounces across the asphalt.

The GeeBee's landing gear bashes into the roadster's windscreen. The impact wrenches the gear from the plane and the GeeBee bellylands in a shower of sparks and shaved metal.

The driverless roadster SLAMS into a fuel truck parked at the runway's edge and erupts into a churning ball of flame and smoke.

Goose and Skeets race from the buildings with fire extinguishers. With them is pudgy, red-faced old hand MALCOLM WILLIS. Behind them, a water truck and fire engine ROAR down the runway.

Peevy dashes up to the smashed, smoldering GeeBee.

As Peevy and Goose attempt to wrench open the jammed cockpit, Skeets urgently waves Malcolm over.

Malcolm and Skeets spray their extinguishers across the smoking fuselage, fighting the cowling fire.

Peevy and Goose release the canopy and pull Cliff to safety.

Peevy and Cliff slide off the side of the GeeBee to the ground. Cliff turns back and snatches Betty's photo off the instrument panel. He stares helplessly at the wounded plane as Skeets and Goose put out the fire.

The place is crawling with cops and feds. An ambulance stands by. Wooly and Fitch make their way through the confusion with Cliff and Peevy dogging their every step. Emotions run high.

This is too much for Cliff. He stuns everybody by hauling off and slugging Fitch in the jaw, knocking him right on his ass.

Fitch scrambles to his feet and punches Cliff, knocking him into Peevy. Bystanders jump in and separate the two combatants. Peevy and the ground crew grab Cliff and restrain him while Wooly holds Fitch back with a hand against the chest.

Fitch eases off. He looks around and sees a lot of angry faces. Everybody's ready to mix it up, fliers and Feds alike.

Cliff starts forward. Peevy restrains him.

He drags Cliff off. Fitch rubs his aching jaw.

Fitch and Wooly stalk over to the ambulance. They've got Wilmer on a gurney, bandaged and splinted from head to toe, ready to be loaded on. Fitch motions for them to wait. He leans down.

Wilmer chuckles through blood-spattered lips.

The ambulance doors close on Wilmer and it speeds away down the runway.

A FIREMAN with tongs is carefully extricating a smoking object from the wreck of the roadster.

Fitch and Wooly approach the remains of the roadster. The Fireman raises a charred, twisted lump of metal INTO VIEW. It's shape vaguely suggesting a streamlined, finned object.

Fitch digs a nickel out of his pocket.

Wooly sighs. Off he goes to make the call.

The balcony of a wide, plush office opens to the Santa Monica hills and the ocean beyond.

A tall leather chair is pulled up to the walnut desk; the MAN seated at the desk is talking on the telephone.

He hangs up. The chair turns to reveal a its occupant. Howard Hughes is tall, rugged, handsome. His dark hair is combed back and a pencil-thin mustache adorns his upper lip. He stares across the desk at two War Department LIAISONS in dark suits.

The two men exchanged looks of disappointment - and relief.

Hughes picks up a thick portfolio and riffles through it, gazing at a sheath of diagrams with an almost wistful regret.

Before the other men can react, he drops the portfolio into the fireplace. The hungry flames consume blueprints, documents, and notes.

In the fireplace, smoke curls from a watercolor rendering of a proposed Hughes Aircraft pavilion for the upcoming 1939 World's Fair. In the sky above the structure is a flying man soaring toward golden clouds.

The sky blackens and the flying man bursts into flames.

Peevy stares dumbfounded at a slip of paper.

Cliff and Peevy exchange a look. What choice do they have?

BIGELOW exits.

He takes out the photo of Jenny, grins, and sticks it into the Standard's instrument panel.

He hops into the cockpit, sinks into the seat, then leaps up in painful surprise, holding his rear.

With some tugging and pulling, Cliff manages to dislodge something wrapped in a gray duffel bag from under the seat.

Cliff carries the bag to a work table and sets it down with a THUMP.

Cliff pushes the fabric down, revealing the bag's contents.

It's an amazing device with a double cylinder design. Gray steel and chrome, sleek and ominous. There are straps folded tight and buckled in place. Cliff and Peevy gaze at the thing.

Cliff uncoils a wound up cable. It's about the length of his arm. At the end of the cable is a weird metal T, like a flat bracelet. And on that is a red button.

He presses it. With an enormous blast of flame, the device ROARS and leaps off the table on a rush of superheated air. Peevy is knocked to the floor.

The cylinder bullets toward the roof. It smashes through a thick rafter, bounces off the ceiling, and zooms back at the floor.

In a SCREAMING shower of sparks, the rocket ricochets off a steel tool cabinet. Its trajectory carries it straight through the outer wall of the hangar's small office.

Terrified, Cliff and Peevy peer through the hole into the office. The rocket is half-embedded in an easy chair, vibrating as its powerful engine continues to spit fire.

They duck into the room, shying from the intense heat of the flame. Using a mop handle, Cliff manages to reach the control bracket. He punches the red button and the rocket shuts off, leaving our two heroes stunned and gasping for breath.

Cliff reaches out to pull the device from the chair.

Cliff yanks back his fingers, then extends them again to gingerly touch the housing. His eyes widen.

They cautiously approach the rocket and each grab a side. They pry it out of the easy chair and carry it back to the workbench. They deposit the rocket gingerly, handling it like a keg of dynamite that might go off.

They gaze at the thing in wonder, circling the table slowly, trying to see some sense to the thing.

There is a dawning awareness in Cliff's eyes, a hunch too crazy to ignore.

Without saying a word, he steps to the table and slips his arm through the first strap. Then he slips his other arm through the second strap. He straightens up, and the thing is now seated on his back. The last thing he does is snap the buckle over his chest, securing the harness.

The purpose of the thing is clear. Cliff and Peevy are too stunned for words.

The sign on the building reads: "LUCKY LINDY'S FLIGHT SCHOOL."

On the lawn in front stands a life-size wooden statue of Lindbergh himself. The statue is shaking from side to side, accompanied by the sound of SAWING WOOD.

We hear a sharp CRACK! and the statue topples OUT OF FRAME. We hear Cliff and Peevy SCURRY off into the dusk.

Parked in the flagstone courtyard before a large Mayan- esque house, a pair of black Cadillac sedans glitter like beetles. Two grim-faced, broad-shouldered men wait by the autos.

Angry words filter down from above. The two men look up towards a second story window, where silhouettes move across the drawn blind.

WIDER ANGLE reveals --

-- his sumptuous surroundings. He stands framed against the open balcony door, wearing a silk shirt casually undone, balancing a glass of champagne in one hand while incongruously poising a gleaming, sharp fencing sword in the other.

Across the room stands EDDIE VALENTINE, compact and stocky in a pinstripe suit, a bright red rose in his lapel. SPANISH JOHNNY and RUSTY lean against the wall, a study in nonchalance, their eyes taking in the Tall Man's every move.

The Tall Man moves nimbly across the room, parrying and thrusting, pressing the attack on an invisible enemy.

The Tall Man pauses and blinks in quiet amazement at Eddie's mangling of the language.

He sips his champagne and whisks the air with his sword, loosening up for another offensive across the room.

Eddie looks at him like he's nuts. The Tall Man presses the attack again, parrying and thrusting back across the room. Spanish Johnny and Rusty follow him with their eyes.

The Tall Man stops with a flourish, takes another sip of champagne. He never spills a drop.

The Tall Man's eyes flash in anger WHHHIIIIISHHHH! Eddie suddenly finds the glittering point of a sword pressed to the hollow of his throat. Eddie's men go tense, hands poised near their coats, ready to go for their guns.

The Tall Man's eyes are blazing, lethal, capable of anything. A heartbeat away from murder. We see for the first time how truly dangerous he is. Eddie stares back, his gaze unyielding.

The Tall Man smiles. He shifts the point of his sword to the rose in Eddie's lapel. With a quick upward flick of the wrist, the rose goes sailing through the air. It flies across the room right into Spanish Johnny's hands.

Eddie frowns, then exits with his men. The Tall Man's eyes glisten with contempt. He briskly crosses the room and picks up the telephone.

He starts to dial a number.

Dingy, dark, spartan. There's a cot, a wash basin. A small shaving mirror on the wall is cracked. The room is lit by the dim glow of a Philco playing "AMOS N' ANDY."

Somebody -- or something -- is sitting in a frayed easy chair with his back to us. LOTHAR laughs -- somewhere between a low growl and a death rattle.

The telephone RINGS. Lothar shuts off the radio with a hand the size of a skillet.

The headlights of Peevy's truck illuminate a metal stake being driven into the ground. There is a long chain attached. Cliff pounds the stake home.

CAMERA PANS the chain to reveal the other end nailed to Lindbergh's wooden chest. The rocket pack rests on Lindy's back. Peevy starts to unspool a large roll of wire attached to the ignition switch.

They scurry to a nearby ditch and exchange a look. Peevy connects the two ends of wires. The rocket ROARS. They duck. Lindy takes off. The chain SNAPS taut. Suddenly, the statue is flying in great wide circles at the end of its tether. Cliff and Peevy share an exhilarated grin.

The stake begins to loosen.

Cliff moves to get up. Peevy pulls him down.

With a final shudder, the stake uproots. Lindy rockets into the night sky. The rocket's flame gets smaller and smaller, and finally fades into the blackness. Gone.

Cliff and Peevy leap out of their trench and stand gazing up at the night sky. A strange metallic MOANING approaches from above. The 25 feet of chain slams into the dusty earth between them.

They pause, hearing the sound of something hurtling back to earth, WHISTLING like a bomb. They throw themselves to the ground as Lindy dive-bombs them from behind. It misses them by inches and slams into the ground, plowing a furrow in the field and coming to a stop.

They race over and shut the rocket down. It SPUTTERS into silence.

Peevy grabs Lindy's feet to tug him out of the furrow. They to start to carry the statue towards the truck.

Peevy shakes his head, far from convinced.

They throw Lindy in the truck revealing his completely splintered head.

TIGHT ANGLE on a gorgeous female leg. Delicate hands slowly draw a sheer silk stocking up the length of the leg, revealing a dizzying topography of curves and skin. We TRAVEL OVER a bent knee and come to a thigh so beautiful it could induce a heart attack. As the stocking is clipped to the garter, we TILT UP to introduce --

BETTY BLAKE

24 years old and a blazing beauty. She leans into the mirror and applies lipstick.

She turns her head at the sound of a horn HONKING. Her friend IRMA, applying mascara, peers out the window.

Betty smiles, quickly smooths her skirt into place.

Cliff gets out of his truck and makes his way to the door of the boarding house for young actresses. Girls are waiting outside for their dates. Cars pull up and depart. Cliff crosses the courtyard flirting shamelessly all the way.

He knocks on the door. It is opened by MRS. PYE, a stone- faced, matronly woman. Cliff gives her his "best behavior" smile.

He starts forward. Mrs. Pye places an immovable palm on his chest.

Betty sweeps out and gives Cliff a chaste peck on the cheek.

The door SLAMS. Now that Mrs. Pey is gone, Betty throws her arms around Cliff's neck and gives him a real kiss.

He holds the kiss... and holds it... until they both become aware of the appreciative HOOTS and CATCALLS from the other girls. Cliff breaks the kiss and grins. Off they go.

DOLLYING CLIFF AND BETTY

She throws her head back and gives it all she's got:

She realizes he's jealous. She suppresses a smile.

Backlit by the flickering glare of the projector, Cliff and Betty make their way down an aisle, they stop at the end of a row. Cliff is loaded down with popcorn and sodas.

They squeeze down the row toward two empty seats. A newsreel is in progress.

THE NEWSREEL

shifts to a shot of a zeppelin descending enormously from the clouds of New Jersey, a bold swastika on its tail.

Cliff and Betty settle in and divvy up the snacks.

The image cuts to a shot of the zeppelin's captain and crew on the ground, mingling with an excited crowd.

The airmen hand out candy bars to the children.

The Captain turns and waves to the camera, grinning broadly.

A NURSE steps from a room and shuts the door. A UNIFORMED COP sits at the station, listening to a mystery show on the RADIO. Spooky MUSIC, CREAKING doors, hollow LAUGHTER...

Wilmer, in heavy traction, lies dozing in bed.

Spooky RADIO ORGAN MUSIC drifts into the room... as a monstrous shadow looms on the wall. Something crouches on the ledge outside the window.

The window slides open, breeze billowing the curtains. Lothar slips silently into the room. He is immense, twisted. As he approaches the bed, he CRACKS a match with his thumb nail, holding it close to Wilmer's face.

But the flame also illuminates Lothar. Distended jaw, flat cheekbones, heavy ridge above his brow. Sunken eyes.

Lothar clutches one of Wilmer's traction cords and gives it a sharp yank.

Wilmer's groggy eyes flutter open. His pupils dilate in horror.

Lothar eases his massive hands beneath Wilmer's body, then lifts him easily.

A horrible shadow is thrown on the wall, the writhing Wilmer in the purposeful grip of the massive ape-man.

The Cop and the Nurse at first think the SCREAMS come from the radio, but when it goes to a commercial and the screams continue, they realize...

The Cop shoulders the door open, revolver drawn, the Nurse right behind him. She SCREAMS.

Wilmer hangs suspended above the bed, dangling from the traction gear, body bent in half, eyes dead and staring.

The Cop rushes to the open window, where the curtains flutter like ghosts.

The Cop peers out. Nothing. He pulls back into the room.

On the ledge above, a massive pair of wingtips shuffle off into the night.

Butch, a bulldog, waddles down a sidewalk at a fast trot. Clamped in his jaws is a soup bone. Butch climbs onto the porch of a diner near the airfield, The Bulldog Cafe. He settles on a worn rug and gnaws the bone.

True to its name, the cafe resembles a white and black canine, sitting on its haunches. There is a tobacco pipe in its mouth and the door is in the dog's belly.

Linoleum counter, worn leather stools, cozy booths. Framed photos and other aviation mementos hang on the walls and ceiling. A chalkboard lists the day's specials.

MILLIE, the owner, prepares food at the grill. Among tonight's regulars are Skeets, Goose and Malcolm. Cliff and Jenny occupy a booth.

The fliers guffaw.

PATSY, Millie's 10 year-old, approaches Malcolm. She has a tin airplane with a broken wheel.

Patsy nods her head emphatically. She catches sight of Millie, who's pointedly shaking her head no with a "be polite" glare. Patsy instantly shifts gears and starts shaking her head no as Malcolm looks up.

The troublesome wheel pops out of Malcolm's grasp and shoots over his shoulder to land with a SPLASH in Jenny's soup. Droplets spray over her blouse.

Jenny dabs at her blouse with a napkin as Cliff fishes the wheel from the soup.

Jenny sighs and takes his hand. There's a look on her face that Cliff can't resist. He smiles, and she smiles back.

A hush descends. Millie and the others trade uncomfortable glances - Cliff hasn't told her. He nods unconvincingly.

Jenny looks uncertainly at Cliff.

Millie finally whacks him with a spoon. He stops abruptly, looks around at the other's faces and suddenly realizes how badly he stepped in it. Jenny glares across the table at Cliff.

Jenny throws her napkin down. She leaps up and grabs her purse.

She goes out. Cliff sits there, all eyes on him, hating himself for blowing it so badly.

Cliff leaps from the table and goes out the door.

Cliff runs out into the street just in time to see Jenny hopping a bus.

The bus pulls out. Cliff runs after it, but it disappears down the street. He comes to a stop.

Malcolm walks up next to him.

Cliff walks back to the Bulldog leaving Malcolm standing in the street, alone.

Moonlight washes across the lawn of a small, well-kept house.

Peevy's welding on the dining room table which is covered with tools, rivets and scraps of metal. Dance music comes from a nearby radio.

Cliff enters and throws down his jacklet. He crosses to the phone.

The telephone rings and rings on the other end. Cliff hangs up.

Cliff goes down the hallway.

Peevy continues to work.

SAME ANGLE:

Peevy dozes in an easy chair in the foreground. Dead air comes from the RADIO. Clad in a worn bathrobe, Cliff shuffles toward the kitchen. He switches the radio off, and throws a blanket over Peevy. Cliff crosses to the table. Amidst the debris is something covered with a large polishing cloth. He removes the cloth and whistles softly.

The helmet is finished. An aerodynamic fin curves from the helmet's crown. Amber lenses are set in the eye sockets and vents are cut into the mouth area.

Cliff holds the helmet up at arm's length. It catches the morning sunlight with a burnished glow.

Two expert SWORDSMEN are locked in mortal combat. SIR ALEC OF TRENT is dressed in the finery of the English Court, with a red rose in his tunic. THE BLACK HAWK is dashing in form-fitting black, a thin mask over his eyes. Trevor Sinclair.

The Black Hawk backs Sir Alec into a stone column and knocks his weapon to the floor. Sir Alec finds himself with the glittering point of the Hawk's sword pressed at his throat.

Smiling, the Black Hawk shifts the point of his sword to the rose on Sir Alec's tunic. He flicks the rose into the air. It sails into the hands of a beautiful NOBLEWOMAN.

The Black Hawk flips Sir Alec's weapon back into his hand with the toe of his boot. The duel resumes.

The Black Hawk pursues Sir Alec up the winding stone stairway. At the top, THREE GUARDS appear. TWO MORE GUARDS advance up the stairway, blocking the Hawk's escape.

He rips his mask off. A collective GASP from the noblemen.

Sir Reginald thrusts out with his sword, stabbing Sir Alec. As Sir Alec falls to the castle floor below, his troops rush Sir Reginald, who grabs a lanyard anchoring a chandelier and swings in a graceful arc to the banquet table below.

He sweeps up a goblet of wine and downs it in one gulp. The noblewoman rushes to his feet.

The place instantly becomes a movie set. The director descends on the noblewoman.

ANGLE OVER to Jenny and Irma, who are both dressed as servant extras. Irma rolls her eyes.

CLIFF

wanders onto the sound stage past a group of costumed extras. He looks around, trying to adjust to the gloom.

Cliff looks for Jenny, tripping over cables and bumping into C- stands. This is an alien place to him, as strange as the moon.

We hear CLASHING SWORDS and SCUFFLING FEET. SCENE CONTINUES O.S. as Cliff wanders the dark labyrinth of set walls and equipment. He finds himself in another room of the castle.

ON THE SET

Sir Alec falls. Sir Reginald swings and sweeps up his goblet of wine. Everyone on the set has their eyes on the blonde from Philly, praying to God she gets it right this time.

Sinclair drinks. The director is out of his chair with suspense, eyes glued to the blonde as she dashes to the table --

CLIFF

leans against a stone wall only to discover it's nothing but a plyboard flat that topples slowly.

ON THE SET

The girl from Philly says her line. This time, to everyone's amazement, she's fantastic:

The director and crew are coming out of their skins with joy as Sir Reginald leaps off the table into the midst of the palace guards. Suddenly --

-- the castle wall tears loose. People dive out of the way as it splits and topples to the floor. Cliff turns slowly around and finds about a hundred people staring at him.

The director knows if he loses it now it means a stroke for sure, so instead he forces a big smile. Painfully calm.

Jenny raises her hand. She'd like to crawl into a hole and hide. The director motions Cliff in her direction -- please, be my guest. Cliff walks toward her.

SINCLAIR

is helped to his feet by a swarm of crew members. He deflects their concern with good humor:

Everyone laughs. The A.D. goes to the sprawled Sir Alec.

Charlie groans and rolls over.

The crew rushes over. Sinclair and the director push their way through the crowd. Sinclair kneels by the wounded man.

Sinclair jumps to his feet and takes charge:

A flurry of activity. Sinclair pulls the director aside.

Sinclair waves warmly at somebody and moves off. The director motions for his A.D.

CLIFF AND JENNY

Jenny shoots Cliff a furious look, then storms off. Cliff races after her. He catches up to her in front of a free-standing section of castle wall and whirls her around.

She stomps away as TWO GRIPS enter and grab the section of wall. Cliff checks his watch and hurries off. The grips lift the section of wall and carry it away --

-- revealing Trevor Sinclair in his canvas chair, stunned by what he's overheard. He ditches his cigarette, tosses his copy of Variety, and lunges from his chair. He races after Cliff, who is striding away with his back to us.

Sinclair is slowed down by the chaos of the sound stage. Cliff keeps wiping from view as actors, crew, and set pieces cross in front of Sinclair. Sinclair plows through the confusion, trying to keep Cliff in sight, but obstacles keep appearing in his path. A stuffed horse wearing battle armor is wheeled before him. He fights his way around it.

Cliff is nowhere to be seen. He's vanished.

Sinclair runs to the open sound stage door. He looks up and down the street. No Cliff. Damn it! He rushes back to --

THE SET

-- where the castle wall is being hoisted into place. Jenny is gathering up her stuff when the director sees her.

The director pauses. Surprised at first, then figuring he's been had. He gives Sinclair a big smile.

THE DIRECTOR

turns and mutters to his A.D.:

JENNY AND SINCLAIR

He kisses her hand, every bit the European gentleman. Jenny is in a daze -- until she gets prodded in the ribs by Irma.

Sinclair has trouble taking his eyes off Jenny.

Irma does a graceful fade, but stays in Jenny's line of sight, frantically pointing at Sinclair and wildly mouthing the words "Trevor Sinclair!" Jenny keeps her composure.

Behind Sinclair, Irma is becoming progressively more unglued and egging Jenny on. Jenny keeps a poker face.

Irma's eyes bug out. She mimes a scream. Jenny doesn't blink.

Irma is coming out of her skin, mouthing: "YES! YES!"

Irma goes nuts, miming a heart attack. Sinclair glances back, but Irma instantly snaps into a composed posture and gives him a warm smile.

Off he goes. Irma rushes to Jenny.

Irma is coming out of her skin, mouthing: "YES! YES!"

He gives her a look.

Irma goes nuts, miming a heart attack. Sinclair glances back, but Irma instantly snaps into a composed posture and gives him a warm smile.

Off he goes. Irma rushes to Betty.

Planes ROAR overhead. The grounds and stands are packed with spectators. Reporters and newsreels record the action.

The Jenny is being wheeled out onto the field. ANGLE OVER to Bigelow and Peevy. Bigelow is fit to spit nails.

Peevy checks his watch as we --

ANGLE OVER to Malcolm, holding a bag of programs and wearing a cap with "PROGRAMS -- 5 CENTS" stitched on the crown. He frown's with concern, having overheard Bigelow's threats. Malcolm hurries off.

Meanwhile, behind the bleachers, Spanish Johnny, Rusty, Jeff and Mike await Eddie Valentine, who approaches from the parking lot.

He hands Eddie the autographed photo of Jenny.

The Airshow continues as planes rocket overhead. Cliff pilots his motorcycle through the crowd and stops by Hangar Three. As he leaps off, Peevy runs up to him.

He is interuppted by a cheer from the stands and the ANNOUNCER'S voice over the PA system.

The Standard flies overhead, weaving and dipping precariously. The crown laughs with delight.

Cliff and Peevy whip their heads around. Patsy is working the crowd, lugging Malcolm's heavy bag and wearing his cap, which hangs over her ears.

Cliff and Peevy exchange stunned looks, then turn back toward the sky.

Malcolm, in the clown suit and red rubber nose, gasps in sheer terror, white-knuckling the stick, as he fights for control.

Cliff & Peevy head for the grandstand.

Bigelow watches from the deck, perplexed and angry.

He turns as Cliff and Peevy step onto the deck.

The Standard drifts into the path of three oncoming racers. The two lead pilots barrel-roll away in two different directions. The third plane climbs hard as Malcolm yells with panic and jams his stick forward and to the side. The Standard heels over.

The flag man signals frantically as the Standard dives directly at him. Everyone hits the deck, as the plane roars past, clipping a banner from the observation deck.

The Standard climbs, engine sputttering and trailing smoke.

Cliff seizes Peevy's arm and speaks in a low, intent voice.

He turns but Cliff is gone. Peevy sees him dashing toward the hangar.

Malcolm is overcome with terror as he fights the controls.

Peevy dashes across the runway.

Peevy races in. He finds Cliff struggling with the rocket's harness.

Cliff heads for the rear doors of the hangar.

Peevy yanks a wad of gum out of his mouth.

He slaps the gum onto the top of the rocket's injector housing. Cliff puts the helmet on his head and buckles the strap.

Cliff steps out the hangar door... sets his feet... takes a deep breath... aims his gleaming helmet toward the sun... and punches the button.

KA-BLAM! The Rocketeer shoots into the sky. The concussion knocks Peevy off his feet and sends him ass- over-teakettle.

The Rocketeer ZOOMS over the grandstand. The astonished crowd CHEERS, then SHRIEKS and ducks as the flying man WHISTLES over their heads like a torpedo. Barely in control, Cliff aims himself skyward. Eddie reacts in amazement.

Newsreel Cameras swing frantically to follow the action.

Cliff blasts by a racing plane and goes after the smoking Standard -- but can't stop himself in time and smashes head-first into the underside. His helmeted head erupts through the floorboards right at Malcolm's feet.

Malcolm SCREAMS in terror. He rips the control stick right out of the shattered floorboard and bashes himself between the eyes with it. He slumps forward, unconscious.

Dangling wildly from the bottom of the plane, Cliff manages to pry his helmet out of the hole. He drops free and slams into the landing gear, holding on for dear life in the splitstream.

Cliff reaches out and grabs the lower wing. He manages to climb onto it. He inches toward the cockpit, holding onto the wing struts. He tries to rouse Malcolm. Out cold.

The Standard's wing dips sharply. Cliff falls back and slides on his ass down the length of the wing -- into empty space.

Cliff hits the rocket and zooms back to the plane. He grabs onto the fuselage. The rocket's thrust pushes him inexorably head-first toward the scything propeller. The toe of his boot hooks the open cockpit and halts his progress an inch from the blade. The fin on his helmet sparks as the edge of the propeller strikes it.

Cliff shuts the rocket down. The plane abruptly lurches toward the heavens, trying to stand on its tail. Screaming, Cliff slides down the length of the Standard and smashes through the rudder, ripping half of it clean off.

Cliff plummets into a freefall vanishing into a cloud. A moment later, the cloud illuminates with a FLASH of rocket ignition -- and the Rocketeer soars free, climbing toward the heavens again.

Cliff reaches the Standard and grabs the cockpit. The plane hits the apex of its climb, stalls on its tail, and drops back toward earth. Cliff rides the spiraling Standard toward its doom. He struggles frantically to unfasten Malcolm's seatbelt.

Malcolm comes around -- which only makes things worse. He panics and SCREAMS, fighting the Rocketeer.

But there's no reasoning with panic. Malcolm rams the control stick back, pounding Cliff on the head -- KLONNNG!

The world spins crazily. The ground spirals up to meet them. Moments away. Cliff head butts Malcolm unconscious again. He throws his arms around him from behind.

He punches the rocket -- KA-BLAM! -- and rips Malcolm out of the Standard, seat and all. They punch through the top wing in a shower of shattered wood and canvas an instant before --

THE STANDARD

hits ground zero, which in this case is Bigelow's brand-new fuel truck. Airplane and truck go up in an ENORMOUS EXPLOSION that rocks the airfield.

ON THE GROUND

Bigelow, watching, just about swallows his cigar.

Cliff seems to rocket out of the blossoming ball of flame. He dips over the CHEERING spectators and deposits Malcolm on the runway. The Rocketeer blasts off again as the crowd goes crazy.

Malcolm comes to, stunned to discover himself safely on the ground. He sits on the runway, still strapped into the Standard's seat, wondering how the hell he got there. Reporters start jostling for the best angle to take his picture. Malcolm grins and raises the control stick above his head as flashbulbs POP.

Peevy and Bigelow whip around as the Rocketeer ROARS overhead.

Bigelow shoots him a stunned look. He realizes Peevy just negotiated a deal. Peevy runs toward the truck.

Peevy hops in the truck and peels out after the Rocketeer.

ANGLE OVER to Eddie and the boys piling into their cars, also after the Rocketeer. They pull forward, HONKING at the crowds blocking their way --

ANGLE OVER to the mob of reporters swarming to the pay phones, trying to call the story in. Fist-fights are breaking out as:

At the third phone booth an ELDERLY SPINSTER's on the phone to her sister.

A REPORTER pulls her out of the booth.

A puffy white cloud floats serenely in a brilliant blue sky. Cliff suddenly bursts through, trailing whisps of vapor. He lets out a HOWL of pure joy.

This is total freedom, boundaries all gone, as close to heaven as anybody can get.

Cliff sees a plane ahead. He hits the thrust and soon finds himself pulling alongside a Mercury Airways Tri- Motor.

He cruises past the windows as astonished faces press against the glass, pointing and gawking. A pretty stewardess peers out. Cliff raises his hand and gives her a bold salute --

-- and spirals wildly out of control, dropping like a stone.

Peevy races the truck down a dirt road, his eyes riveted to the tumbling speck in the sky. He veers sharply onto another road

as Cliff drops toward a farm below. He pulls out of it at the last moment and ROARS along about five feet off the ground -- scaring a woman hanging laundry and ripping a sheet out of her hands.

Cliff thrashes wildly, trying to get the sheet off his face as he rockets through an orchard and upsets a pair of wooden ladders. Fruit pickers are left hanging from the branches, gaping after the ghostly apparition.

Cliff finally gets free of the sheet. He tosses it aside and screams as he sees --

hurtling toward a fence bordering a cornfield. CRASH!

THE CORNFIELD

A giant furrow chews from one end of the cornfield to the other as Cliff plows unseen through the stalks. BAM! -- a scarecrow is uprooted and sent spinning into the air.

TWO GOOD OL' BOYS sitting on the fence exchange a slow look.

Cliff bursts from the cornfield -- and finds himself on a collision course with Peevy's speeding truck! He veers in one direction and Peevy veers in the other, spinning out.

Cliff skips across the surface of a pond like a stone. The Rocketeer's bold maiden flight ends rather ingloriously as he crashes into a thicket of reeds.

Peevy jumps from the truck and races over, expecting to find Cliff dead. Instead, he finds him sitting in the steaming water.

Peevy removes the helmet. Cliff is grinning ear to ear.

For a moment, Peevy stares at him. Then, the success of Cliff's flight sinks in. The old mechanic grins back.

Peevy extends a hand and pulls Cliff to his feet. Whooping, Cliff picks him up in a bear-hug.

Cliff drops him with a SPLASH! They fall silent. Serious.

They start back to the truck... and turn at the SOUND of cars approaching. Eddie and his men.

Cliff starts to shrug out of his harness as Peevy hops behind the wheel and turns the key -- the engine GRINDS, refusing to start.

They throw a panicked glance at the approaching sedans.

Cliff tosses the helmet on the passenger seat and hops onto the truck bed. He bends over the cab.

Puzzled, Peevy does. Cliff braces himself against the back of the cab.

Peevy's words vanish in the rocket's ROAR and the truck BLASTS down the road at incredible speed. It's all Peevy can do to keep it on the road.

The sedans swerve to a stop, abandoning the futile chase. Eddie and the others pile out as the fire-breathing pickup truck recedes in the distance.

Johnny starts scribbling.

He sees Mike who watches the distant smoke trail and munches on popcorn. Eddie gives him a look and slaps the box out of his hand.

Bigelow faces a mob of jostling REPORTERS and shouted questions:

Bigelow's mind races. He gazes out his office window and sees the Pioneer Petroleum billboard.

A newspaper headline comes spinning out of the void and slams to a stop: "WHO IS THE ROCKETEER?"

The paper is held by two hands. We DOLLY around to reveal Sinclair. His eyes bulge and veins pulse. Dazed, he lowers the paper.

A different newspaper slaps onto a desktop: "ROCKETEER SAVES PILOT". TILT UP to Wooly and Fitch entering the room like a couple of kids being called before the principal. They carry an object bundled in a dirty old blanket. They lay it on the desk before Hughes.

Hughes tosses the blanket back and stares at the charred, twisted "rocket" salvaged from the fuel truck explosion.

He abruptly pushes the object to the floor. Charred pieces go flying. A cast metal brand name bounces across the floor and comes to a stop next to Fitch's shoe. "HOOVER".

A bundle of newspapers slams to the pavement. A newsboy slits the twine and begins selling them as fast as he can hand them out.

Cliff pulls up in the foreground on his motorcycle. He grabs a paper, smiles as he reads the headlines and stuffs the paper into his saddlebag and drives off.

A car SCREECHES up. Wooly and Fitch jump out and go to Bigelow's office. A light burns inside. Wooly knocks.

No answer. The Feds exchange a glance. Wooly tries the knob. The door CREAKS open. They enter cautiously --

-- and they find the place ransacked. Drawers emptied, papers everywhere. A single desklamp provides illumination. On the desk, in the pool of light, sits a small pad of paper. Wooly trips over something in the dark. He swings the desk lamp around.

Fitch approaches and looks down. Bigelow's lying dead on the floor, eyes glazed and bulging. Next to his face is his foot.

Wooly spots a pencil gripped in Bigelow's lifeless fingers.

The men turn back to the notepad on Bigelow's desk. Wooly squints at the pad, tilting it toward the light. Indented numbers and letters take form: "1635 Palm Terrace."

Penciled on a sheet of paper torn from Bigelow's pad is the same address. Thick fingers crumple the paper, then a huge shape moves silently from view to reveal Cliff and Peevy's house.

Peevy sits at the kitchen table, the rocket pack before him. The helmet rests to one side, its dents smoothed out. Peevy puts the finishing stroke on an annotated schematic drawing detailing the pack's workings.

Peevy inserts a funnel in the rocket's fuel port and tops off its tank with alcohol. Then he hears a CREAKING from the back of the house. Tensing, he stands, the rocket in one hand and a ball-peen hammer in the other.

Cliff pulls up on his motorcycle. With newspapers under his arms, he starts up the porch.

A heavy CRASH, BREAKING furniture, and SHATTERING glass is heard inside. Cliff drops everything and grabs the doorknob. It is locked.

Cliff pounds on the door, then pushes against it. the door does not move.

Peevy picks himself up from the floor as a wide shadow looms above him. He flings the hammer with all his strength.

Lothar ducks effortlessly. The hammer SINGS past his head and BASHES into a mirror on the wall, sending glass across the living room.

Lothar steps toward the old mechanic. Peevy backs against the fireplace, looking about for a weapon. He seizes a large air race trophy from the mantel and throws it like a harpoon. The trophy strikes Lothar between the eyes with a heavy "THUMP!"

The huge assassin staggers back towards the front door. He shakes his head like a dazed bull. As Cliff continues to pound frantically on the door, Lothar looks at Peevy and gives him a cold grin.

Cliff is set to bust the door down with his shoulder when it swings open. He is yanked in and thrown across the carpet where he lands on a coffee table.

Peevy jumps on Lothar's back. The giant thug grabs Peevy's collar and tosses him aside. Peevy lands on an easy chair, which topples backwards with the impact.

Several carloads of police and FBI pull up onto Cliff and Peevy's lawn, their headlights off. Fitch, Wooly and two other agents hurry onto the porch.

Cliff tries to get up. He is grabbed by the face and lifted off the floor. Lothar shakes Cliff like a rag doll. The pilot's feet dangle above the carpet.

Looking past Lothar's shoulder, Cliff spies the rocket pack on an end table with the fringed shade the quick- thinking Peevy had set on it, the pack resembles an Art Deco lamp.

Snarling, Lothar lifts Cliff off the floor, jamming his head through the lath and plaster ceiling.

Lothar and Cliff are suddenly blinded by the headlight's glare.

Lothar throws Cliff aside, draws twin .45's, and begins BLASTING through the door.

An agent standing next to Fitch is blown off the porch and hits the ground dead. Fitch, Wooly, and two other G-Men scramble and dive for cover. Tommy guns and pistols are yanked out and a furious BARRAGE of return fire begins.

Bullets SPLINTER the home. Cliff and Peevy are flattened on the floor. Lothar ignores them, FIRES and moves with combat precision around the house.

Lothar spots the back door. He makes his getaway through the kitchen. Peevy's rocket diagram catches Lothar's eye. He snatches it from the table and stuffs it in his pocket.

Wooly stands at the door, ready to rush through it when suddenly the door bursts free of the frame. He is slammed to the ground as Lothar escapes toward the alley.

Wooly tries to rise from under the door. Two more pair of feet stomp across. Carrying the helmet and rocket, Cliff and Peevy jump a hedge and disappear into the darkness.

A clarinet FILLS THE SCREEN and delivers a high, sweet cascade of notes. PULL BACK to reveal the BANDLEADER/ CLARINETIST as he leads his big band through an upbeat, rousing intro. On the stage, a large clamshell opens. A beautiful female vocalist emerges and begins to sing a sultry torch song. PAN AROUND to reveal:

The decor is deco/tropical. Full-sized palms and glowing lanterns. Sarong-clad cocktail girls wear gardenias in their hear. Pools of rippling water reflect shimmering patterns. A live mermaid smiles at patrons from a circular aquarium. The music swells.

-- the hottest spot in town. Tuxedoed doormen admit the Hollywood gentry, while photographers and AUTOGRAPH HOUNDS jostle for the position at the velvet-rope barricade, rubber-necking each new arrival.

A black limousine purrs to the curb. A uniformed valet rushes to open the door. Betty and Sinclair proceed up the carpeted walk. Sinclair is impeccable in black tie and tails. Betty, on his arm, has been poured into a stunning evening dress.

Sinclair's fans besiege him for autographs. An autograph book gets shoved into Betty's hands. She starts to pass it to Sinclair, but --

Betty's face lights up. Delighted, she signs the book and hands it back.

Sinclair sweeps her into the nightclub.

The MAITRE D' leads Betty and Sinclair across the club. Betty takes in the surroundings with barely-concealed awe. Sinclair is nodding and tossing an occasional wave of greeting. They arrive at their table. As Betty is seated, W.C. FIELDS, martini in hand, passes by.

Fields takes her hand, gallantly clicking his heels.

Monk appears and whispers discreetly in Sinclair's ear.

Eddie, agitated, peers out the window overlooking the club. Stevie's at the desk, mixing a bicarb as he talks on the phone.

He hands Eddie the bicarb. Eddie downs it in one gulp. Sinclair enters. Eddie belches, glares at him.

Eddie slaps a newspaper onto the desk: "WHO IS THE ROCKETEER?"

Eddie blinks in surprise. He peers out the window into the club.

Sinclair crosses to the door.

Sinclair exits. Eddie is left glaring across his desk.

Eddie stews for a moment, then snatches up the newspaper and hurls it at him.

The giant bulldog sits serenely in the moonlight. Warm light spills inviting through the doors.

Malcolm comes hurrying up to the Bulldog and goes inside. The CAMERA BOOMS UP AND PUSHES IN toward the giant bulldog head. Inside, a RADIO plays.

Cliff and Peevy huddle over a small table in the attic. A RADIO sits on the table between them.

Peevy turns OFF the radio.

There's a pounding from below. Cliff and Peevy hurry to the trap door, throw the bolt and lift it. Millie and Malcolm are below.

The news hits Cliff hard. Millie looks scared.

Cliff and Peevy descend the ladder. Cliff walks to the phone, Having just heard the news, Goose and Skeets watch him solomnly. Cliff picks up the receiver. Malcolm exits.

As Malcolm walks back toward the airfield, two shiny, black sedans pull up in the shadows.

Cliff stands at the payphone as it rings at the other end. Suddenly, the bell over the door JANGLES as somebody enters. Cliff turns.

Spanish Johnny, Rusty, Jeff and Mike amble in. Expensive suits, shined shoes, an air of casual violence beneath their smiles.

Cliff feels their eyes on him as, on the line, a voice answers:

Cliff hangs up, giving the gangsters a bland, pleasant smile. Moves to the counter and sits, painfully casual. Millie, thinking quickly, places a plateful of food before him. Peevy sits at the counter next to Skeets and Goose.

Millie looks at the pilots who say nothing.

No one responds.

Spanish Johnny leans down, putting his face in inch from Cliff's.

Johnny turns to Millie, fixing her with a cold stare.

Johnny suddenly seizes the rack of pies from the counter and sends it crashing against the wall. Cliff and the others scramble to their feet, but find themselves gazing down the barrels of the guns that materializes in the gangsters' fists.

Johnny throws a full carafe against the wall, spraying glass and hot coffee across the flyer's photos.

He fires two rounds into the radio.

Johnny contemptously wipes his hands on a counter towel, nodding slowly.

He nods to Rusty, who seizes Peevy from behind, twisting his arm. Rusty drags him to the counter, then goes behind it to the grill.

Rusty grabs Peevy by the back of the neck and shoves his face slowly, inexoribly toward the grill.

Cliff gropes on the counter behind him. He finds a ketchup bottle, grasps it -- and suddenly finds Mike's gun in his face. Mike yanks the bottle from Cliff's fingers.

Peevy's face is inches from the sizzling grill. Rusty turns up the flame.

Cliff cannot bear it a moment longer. He is about to blurt out a confession, when:

Rusty keeps a firm grip on Peevy, but lifts his face from the grill. Johnny walks toward Cliff-- then past him to the phone.

The wall around it has numbers scrawled across it. Johnny pulls Jenny's autographed photo from his pocket and compares it to a name on the wall: "JENNY." On both photo and wall, the name is written with a heart around it. Johnny grins.

Johnny picks up the phone. Cliff and the others watch, holding their breath.

The hall telephone in the Stage Club rings. Irma comes out her door in bathrobe and curlers.

Rusty snickers.

Cliff shoots Peevy a desperate look.

Spanish Johnny and Rusty exit. Mike saunters to the counter and sits. Steals himself a doughnut. he plays with the lever action on his gun as he spins on the counter stool. Jeff, gun held loosely, strolls along the wall of photos. The tension gets thicker by the moment. Jeff pauses at a picture of Peevy in his early flying gear.

Jeff moves closer and closer to a prominent picture of Cliff and Jenny. Millie's hand goes to a large skillet on the grill. Cliff braces himself on the counter. Peevy gauges the distance to Mike and his gun. The tension is so thick you can cut it with a knife.

Jeff starts to move on, but pauses, staring more intently at the photo of Cliff and Jenny embracing in front of the Standard.

He turns to see Cliff's fist coming right at his face. All hell breaks loose.

A series of QUICK CUTS follow: Cliff bounces the thug off the wall with a flurry of punches while Mike jumps from his stool, doughnut in mouth. He levels his gun, but Peevy grabs his arm from behind and wrenches his aim toward the ceiling. Skeets jumps on his back. Mike fires reflexively, BLASTING holes in the ceiling.

Cliff finishes Jeff off with a roundhouse punch that spins him around and sends him crashing to the floor. At the counter, Millie swings an iron skillet and does a Babe Ruth on the back of Mike's head -- KLONNNG! Mike crumples like a sack of beans.

Skeets picks up a gun and holds it on the moaning Mike.

Cliff races up the ladder and hurries through the trap door.

In the tiny storeroom of the Bulldog's head, the rocket sits next to a rickety table. Cliff seizes the machine and swings it onto his back. Peevy's hand wraps about Cliff's wrist.

Pause.

Cliff searches for the right words. He suddenly feels very helpless.

Cliff and Peevy's eyes meet.

Cliff slams on his helmet and races out onto the upper deck.

Peevy wrinkles his nose, smelling something. He glances at the floor and sees --

A TRAIL OF SPLATTERED FUEL

leading right up to Cliff, who stands ready to blast off.

Peevy rushes over and fingers a crease in the rocket's housing.

Peevy pauses, mind racing. He sees the wad of "good luck" gum stuck to the top of the rocket's injector housing.

Peevy jams the gum over the fuel leak. Being overly cautious, he closes the door to the upper deck. Cliff aims his bronze face toward the sky.

Peevy opens the door and sticks his head out --

-- as Cliff punches the button. KA-BLAM! Peevy gets knocked on his ass once again and slams into shelves of canned goods as the Rocketeer streaks into the heavens like a shooting star.

As Peevy picks himself up from among the cafe's supplies -- a massive .45 automatic drifts from the shadows and levels itself straight at him. The hammer cocks back with a SOFT CLICK. Peevy freezes and raises his hands.

A ceremony is in progress. Searchlights scan the sky. Limousines line the curb. Stars and fans pack he forecourt.

On the theatre's roof, a SPOTLIGHT MAN notices a fiery streak in the sky.

He swings the heavy light on its pivot attempting to spot the streak in his huge beam of light.

As he streaks over Hollywood, Cliff is suddenly blinded by a shaft of light.

As the excited spotlight man tries to track the Rocketeer, his foot slips over the edge of the roof. He stumbles, slides down the steep roof and rolls over the brink, hands clawing. His fingers seize on a gutter and he hangs precariously over the forecourt.

Down below, all attention centers on the roped off pad of wet cement.

She is interrupted by a scream.

All attention shifts to the spotlight man dangling from the theatre's main tower. The other spotlights sweep over to illuminate him. Helpless, the spectators hold their breath.

Then the man's fingers lose their desperate grip. An explosive roar thunders down from above. The crowd gasps in horror as the man drops towards the pavement.

The Rocketeer's path is drawn by a fiery trail as he scoops up the falling man just before impact. Barely managing the extra weight, Cliff swoops low, then drops the man safely into the crowd.

He executes a loop and lands proudly, feet spread, hands at his side. The crowd goes berserk. Every spotlight, camera and eye is on the Rocketeer.

It's his best landing yet except that his feet are planted firmly in the wet cement. Recognition ripples through the crowd.

Cliff's moment of glory is short lived. The excited crowd surges forward. A panicked Cliff blasts off into the night sky. The rocket's thrust carves a crater in the cement between his footprints.

Bette Davis graps a pencil from a reporter. She reaches down and quickly etches "THE ROCKETEER" in the cement.

Flustered, the actress moves to one side. The reporters air their cameras. Flashbulbs explode as the cement slab is photographed.

A flashbulb pops as a camera girl snaps a shot. We PULL BACK to reveal Betty and Sinclair posing for their picture.

A waiter pours more champagne. Sinclair is watching Betty. She's aglow, intoxicated by the setting, the glamour... most of all, by his warm attentive smile.

Betty blushes, soaking in the compliment... then leans forward confidentially:

Sinclair laughs.

Betty just melts through the floor as she sips her champagne. Sinclair can't take his eyes off her. There's definitely a spark here.

Betty looks around, confused. The band isn't playing.

He takes her hand, pulls her gently but firmly to her feet, and walks her out onto the vast, empty dance floor. People start to notice them and a hush falls. Betty looks around, self-conscious.

He takes her in his arms and starts to dance. By now the place is so quiet you could hear a pin drop. All we hear is the whisper of their shoes on the dance floor.

Up in the balcony, the follow-spot operator turns on his light. He pins them in the beam, follows them across the floor.

Backstage, the Bandleader peeks through the curtains to find out wy everything got so quiet out there.

The musicians ditch their cigarettes and straighten their ties. They take to the stage, pick up their instruments, settle in. The Bandleader raises his clarinet.... looks over his shoulder to gauge the dancers' tempo... and starts the band into a soft, romantic ballad.

Betty feels light-headed. This was either the most embarrassing moment of her life... or the most romantic. Other couples start drifting onto the floor, joining them.

She lays her head on his chest and gets swept away in the dance...

A flash of light, a dropping shadow, smoke drifts through the air. The Rocketeer peers around a corner in the foreground, removes his helmet and pulls the folded duffel bag from his jacket flap.

Cliff approaches the club carrying the rocket and helmet in the duffel bag. He stares at the crowded club entrance. Only black ties and evening gowns are getting in. Cliff glances at his own meager clothes, then hurries around the corner.

The SOUND of breaking glass. Cliff's hand snakes through a hole in a transom window and pushes the latch over. He opens the window, drops inside, and finds himself in a service hallway. Busboys pass f.g. Cliff ducks into --

He finds washing machines, sinks, and racks of waiter's uniforms. No windows, just a laundry chute, beneath which lies two large sacks of dirty laundry. Cliff grabs an empty sack off the shelf, wrestles the duffel bag into it and adds it to the two laundry sacks on the floor.

Cliff exits the kitchen through a swinging door wearing an ill-fitting busboy's uniform over his own clothes. He moves self-consciously into the club, looking for Betty's table. He suddenly sees --

-- Betty and Sinclair on the dance floor, still in the spotlight, the center of attention among other couples. Cliff's jaw tightens. So that's how it is!

The song ends and the dancers applaud -- mostly for Sinclair and Betty. Sinclair escorts her back toward their table. The band goes into another dance number, and more couples drift onto the dance floor.

BETTY AND SINCLAIR

sit down at their table. Betty seems pensive, a bit melancholy.

They both laugh. Betty is grateful for the understanding.

Betty looks at Sinclair trying to discern how serious he's being.

Betty shows Sinclair a charm bracelet on her wrist. She picks out a tiny silver orange.

Betty nods. She searches for a little silver plane on her bracelet.

Betty's really starting to miss the guy. Sinclair takes Betty's hand in his and leans over the table, studying the miniature GeeBee.

Suddenly a bowl comes down in front of Sinclair. He glances up.

Another empty bowl comes down in front of Betty. She looks down. A piece of paper torn from a menu lies in the bottom of the bowl. On it is written: "Meet me by the big fish. Now!

Betty looks up. She can't believe her eyes. It's Cliff, glaring at her and motioning toward a large sculpted dolphin surrounded by thick foliage. Betty draws her hand away from Sinclair as if from a hot poker. Cliff ladles hot soup into Betty's bowl, covering the note.

Betty shoots Cliff a furious look. He's motioning vigorously toward the dolphin as he fills Sinclair's bowl.

Cliff clenches his teeth. He gives Betty a desperate look.

Betty smiles sweetly at Sinclair. Cliff eyes Sinclair with a "Why, I oughta" look. Cliff continues to place glasses and silverware on the table while pleading with his eyes for Betty to get away.

Sinclair peers at Cliff -- something familiar about this guy.

Sinclair and Betty exchange an embarrassed glance. Cliff shoots more frantic looks at Betty trying to signal her away from the table. She shoots them right back -- drop dead.

Cliff is tired of having his signals ignored. He picks up the champagne bottle and pointedly misses Betty's glass, pouring icy champagne into her lap. She lets out a yell and jumps to her feet. So does Sinclair.

Cliff heads off on a circuitous route to the dolphin sculpture, signalling to Betty as he goes.

Betty hurries off toward the ladies' lounge. When she's sure that Sinclair isn't watching, she heads for the island of foliage around the dolphin. When she gets near, Cliff's hand reaches out and yanks her in. She lands on top of him and they both fall to the floor. Betty gets to her knees and angrily pushes him away.

Cliff can see from Betty's face that she doesn't know if she believes him.

Betty searches Cliff's eyes. She wants to believe him.

That was the last answer she expected, and the one that works. Cliff grabs her and kisses her hard. Releasing her, he glances over his shoulder and sees Spanish Johnny and Rusty enter the club.

Cliff drags Betty down as the two thugs walk to the head of the steps overlooking the dance floor. Rusty is standing about four feet above Cliff and Betty, looking around the room.

Rusty and Spanish Johnny stroll down the stairs onto the dance floor, casting watchful eyes through the crowd. The dance floor is crowded with happy, swinging couples.

She clings to him another moment. Then, giving him a brave smile, she rises and makes her way toward the main entrance.

Cliff parts the foliage to make his getaway -- then sees Rusty and Spanish Johnny standing at Sinclair's table... talking to him! Sinclair looks anxiously around the rom. Cliff sinks back and watches.

Betty fights the crowd at the coat check. She waves her ticket, keeping an anxious eye for the two men.

Lothar steps out of a cab and heads for the entrance, pushing through a group of Hollywood gentry. The bouncers blink, none daring to question the grotesque henchman.

Betty finally gets her wrap and heads for the doors. She exits one as Lothar comes through the other. Patrons give the giant startled glances and a wide berth.

As Cliff watches, Sinclair gives orders to Rusty and Spanish Johnny. They leave to do his bidding The import of what he has just seen shows on his face. Sinclair? After the rocket?!!

Cliff leaves his hiding place and hurries up the stairs -- and almost runs face to face into Lothar! The giant ape- man lets out a low animal growl and starts for Cliff.

Cliff turns, dashes back down the stairs onto the dance floor and disappears into the crowd of dancers. Lothar chases him, bowling people over and eliciting screams and curses.

Sinclair looks up at the disturbance and sees the head and shoulders of his henchman cutting a wide swath through the crowd.

Cliff barges through the swinging doors nailing a waiter with a tray. Dishes go flying. Lothar comes through a beat later like an express train.

The door bursts open and the breathless Cliff races into the room. He slams the door and bolts it. He turns and looks to where he had hidden his duffel bag and its precious cargo.

Where once had stood two laundry sacks, twenty more have joined them. In desperation, Cliff dives onto the pile and frantically tears through them. A heavy THUMPING is heard on the door as Lothar tries to break in.

Betty stands at the curb outside the club. A cab pulls up. Betty heads for it. Somebody beats her to it. Another cab arrives. She makes a beeline for it, but a couple get there first.

The door bursts open -- torn from its hinges. Panting, Lothar charges in like an enraged bull -- the room is empty. No Cliff. Laundry everywhere.

Lothar starts tearing through the piles, then pauses. Lothar spots a pair of boots in the laundry chute. He makes a grab for them. KA-BLAM!! Lothar is blown off his feet by the rocket's BLAST as Cliff BLASTS up the chute.

In the ornate lounge, several WOMEN check their makeup in the mirrors. A towel girl hands towels to the Ladies from a low cart and drops the used ones down the chute.

There is a RUMBLE in the wall behind them. The laundry chute door bursts open with a "CLANG!" as the Rocketeer's helmet smashes through.

The Women scream as Cliff flies from the chute and lands on top of the Society Matron, pinning her to the cart in a rude sort of missionary position. Rocketeer, screaming Woman and cart go BLASTING out of the room under rocket power.

The cart bursts through the lounge doors onto the upper mezzanine, bowling over a couple of men waiting for their dates, and plows through the tables. People dive out of the way as the Society Woman kicks and screams.

The cart SLAMS to a stop against the railing, ejecting Cliff out over the club. The Society Matron sails into one of the full-size palm trees which gives way at the base, depositing her in one of the pools of water.

Barely under control, Cliff zooms over the heads of the musicians, bouncing off the wall, ricocheting across the room.

Astonished Patrons yell and scream, some diving for cover. A few stand and point at Cliff.

Sinclair watches in shock as the Rocketeer makes a low sweep past his table. He runs for the mezzanine.

Cliff does touch-and-go hops across a series of tables, scattering dishes and setting fire to napkins and tablecloths. Panic begins to break out. People lunge from their tables and stampede for the exit.

Eddie hears the SCREAMS and SOUNDS of chaos. He goes to is aquarium window. All he can see is a surge of people.

He runs out his office door and is caught in the flood of panicked Patrons. He fights his way back toward the main room like a salmon swimming upstream.

A cab pulls up at the curb. Betty looks. Not a soul around. She starts for the cab. Suddenly, the doors to the South Seas Club burst open and a tidal wave of people pour out.

Cliff makes another pass over the musicians, who are now trying to flee along with the Patrons. He bumps the giant plaster clamshell from behind, tipping it shut. Six musicians are trapped in the mammoth mollusk, their arms and legs protruding.

Sinclair reaches Rusty and Spanish Johnny.

Spanish Johnny pulls a .45 and begins BLASTING away. Stevie and Monk take the shots as a signal to OPEN FIRE, and lead peppers the club.

Betty hears the SHOTS and runs to one of the porthole windows in the club's facade. At that moment the Rocketeer WHISTLES past. Betty pulls away and runs for the main doors just before a slug BLOWS the window from its frame.

Betty reaches the doors just as they are SLAMMED shut and locked. She tugs and pounds on the doors, to no avail.

Cliff rockets around the club, bouncing off walls and tearing through decorations. Eddie's men seal off all possible escape routes trapping Cliff and about half the Patrons... Cliff keeps veering off in new directions. Smoke fills the club. Eddie fights his way free of the trapped and panicked Patrons and runs up to Sinclair.

A stray bullet SHATTERS Eddie's mermaid tank. Like a tidal wave, a thousand gallons of water and a startled mermaid ride a white-water cascade down the stairway to the dance floor. Sinclair steps aside, but Eddie is bowled over by the flopping mermaid.

Lothar comes out the service door, his clothes singed and hate in his eyes.

Cliff comes swooping in under the mezzanine and slides the length of the bar, knocking glasses and bottles in all directions. At the end of the bar lies an escargot buffet table.

Cliff SLAMS onto the back of a giant half-ton snail ice sculpture, tipping the table. He rocket-sleds the snail across the floor toward the exit hanging onto the protruding eye-stalks like handlebars, leaving an icy slime trail behind him.

Sinclair grabs the .45 out of Stevies hands and OPENS FIRE on the speeding snail. BULLETS chew into the snail, SPRAYING crushed ice into the air. Cliff's eye-stalks snap off. Cliff veers, swooping out from under the mezzanine and arcing high across the floor.

The snail keeps going, hurtling on its own. The snail SMASHES through the doors, knocking them off their hinges. Patrons stream out the opening. Betty fights her way in. She ducks in and hides behind a column, searching through the smoke for Cliff.

Cliff aims himself toward the new escape route. Sinclair looks up and sees the fishnet hanging. Grabbing Monk's Tommy gun, he BLAZES away at the support ropes as the Rocketeer swoops to make his escape.

The net falls. Cliff is snared and comes CRASHING to the floor, bringing the net down with him. Cliff cuts his engine.

Lothar converges on Cliff. Cliff thumbs his ignition buttons. Like a rocket-powered wrecking ball, Cliff leaps off the ground, shrouded in the net and collides with Lothar. Cliff drags Lothar around in circles on the dance floor. They roll to a tumbled stop.

Dazed, Cliff struggles to his feet. Lothar grabs him in a bear hug, pinning Cliff's arms to his sides. The palm fronds behind Lothar stir. Suddenly, a plaster sea horse CRASHES down on Lothar's head. Betty sinks back in the foliage.

The stunned giant groans and drops to his knees. Through thickening smoke, Cliff staggers across the dance floor. Eddie's goons move in, weapons ready. As the thugs close in on him, Cliff gives his ignition buttons a desperate jab.

The engine FIRES. Cliff shoots straight up as the rocket SCREAMS. At the last second, Cliff sees the skylight in his path. He instinctively throws his arms over his head.

The Rocketeer hits the skylight like an artillery shell. The stained glass tropical scene EXPLODES, dropping rainbow shards on the dance floor.

Rusty aims a Tommy gun through the broken skylight and stitches a line of SLUGS through the night.

A BULLET catches Cliff a glancing blow to his helmet, creasing the bronze. The Rocketeer spirals away through the Hollywood sky.

Betty emerges from a line of potted palms and runs for the door. A shadowy figure emerges from the smoke and grabs her by the arm. Betty gasps and struggles to get free. A small automatic pistol is pressed into her ribs.

Lothar appears behind Betty and drags her off into the gloom.

The giant bulldog is baleful in the silver moonlight. The neighborhood is dark and quiet. Not a soul in sight.

Cliff enters through the back, limping, the worse for wear. No duffel bag. He looks around. Nobody here. Cliff climbs a few steps of the storeroom ladder and looks cautiously into the bulldog's head.

Startled, Cliff drops the trapdoor on his head and slips off the ladder, landing heavily on the cafe floor. The bathrobe-clad Patsy emerges from a shadow.

Cliff looks at Patsy in shock. Suddenly, the phone JANGLES loudly. Cliff jumps to his feet and snatches up the receiver.

Cliff grabs a pencil, then a diner receipt from a spindle by the cash register.

Eddie hangs up. Cliff stuffs the receipt into his pocket. Patsy is frightened by the conversation she's just overheard.

Patsy holds back tears. Cliff is immediately remorseful and kneels to comfort the girl.

Patsy looks excitedly at Cliff. She dries the tear on her cheek.

Cliff looks at her, unsure of the answer.

Cliff puts his hands on her small shoulders, looking into her eyes.

Patsy throws her arms around Cliff's neck, hugging him tight.

Suddenly, both the front and rear doors of the diner are kicked in. Four large men with guns rush in to surround Cliff. Fitch steps into a wash of light and smiles.

[missing from source: Fifth Draft printed pages 93-94 (scenes 108-116) are not in the scan; the seven pages that follow (printed 93-99, unnumbered scenes, heroine "Sally") are from an earlier draft bound into this copy; PDF page 102, printed page 93]

Dressed in a smoking jacket, Sinclair moves down a hallway, bearing a bottle of brandy and two snifters. He stops at a door, smooths his hair, unbolts the lock and enters.

Dim light barely defines a richly furnished guest room. Then, the door opens and a bar of light falls across Sally's face. There is a gag stuffed in her mouth. Her eyes watch a man-shaped shadow crawl across the wall.

The lights are switched on, revealing that Sally is sitting up on a wide, opulent bed. Her wrists are tied behind her to the rails of the headboard, and another cord secures her ankles. She is still dressed in her evening gown, her image reflected in a large. gilt-edged mirror on the ceiling.

Sinclair crosses to a bedside table and sets down a tray with brandy and two snifters. Sitting on the edge of the bed, his cold appraising eyes rake over the bound young woman. He reaches for her. She recoils. Smiling, he removes her gag.

Sinclair pours some brandy and holds the glass to her lips for her to drink. She sniffs at it suspiciously.

He pauses, considering the ropes.

Sinclair releases the ropes, beginning with her wrists.

He steps back, smoothing his hair. A wolfish smile plays on his lips as Sally rubs her reddened wrists.

Sinclair gazes at her.

He steps in close to her.

He attempts to kiss her. Sally places a hand against his chest, stopping him.

He runs his fingertip along the strap of her dress.

He crosses to an armoire and opens it with a flourish, revealing a dozen negligees.

Sally rises from the bed and goes to the wardrobe. She fingers the fine laces and silks.

He selects a sheer black lace gown and passes it to her. Sally holds it against her body, studing the reflection in the armoire's mirror. He steps up behind her, eyeing her hungrily.

Catching herself, Sally lowers the negligee self-consciously.

Sinclair seizes her and crushes his mouth to hers. After a moment, Sally pulls away.

She goes into the bathroom, leaving the door ajar. Sinclair begins to unbutton his shirt while attempting to sneak a glance into the bathroom.

He eagerly goes towards the door.

Sinclair enters the gilt and marble bathroom. Sally's evening gown is open in the back, exposing a wedge of smooth pale skin. She looks at him demurely over her shoulder.

Sinclair steps forward. Sally suddenly turns, whipping up a perfume atomizer. She sprays him square in the face. Sinclair staggers back, eyes burning.

Sally reaches for a large ceramic pitcher and brings it down on Sinclair's head. The pitcher shatters and Sinclair drops unconscious to the floor. Sally shudders in revulsion.

Sally hurries from the bathroom. She crosses to the bedroom door and opens it silently, then slips out into the hall.

Sally creeps to the stairway landing. An escape down the stairs is impossible. Lothar sits in the foyer below eating a plate of cold chicken as he listens to "Amos and Andy" on the radio.

As silently as possible, Sally moves to another door on the second floor hallway and goes in.

Sally looks about, panicked. She hurries to the window and opens it. Looking down, she sees a sheer drop to the driveway below.

Suddenly, there are angry voices out in the hall, quickly approaching. Turning, Sally spies a sliver of dim light emanating from a seam in the wall panelling. She goes to it, and discovers the radio room door has been left slightly ajar. Sally slips into the cubby hole and closes the panel.

As her eyes become accustomed to the light, Sally sees the transmitter. She quickly glances at the various documents and codebooks piled on the radio table.

She finds a sheaf of papers clipped together, "Rocketeer" news clippings, handwritten notes. Printed at the top of one paper is "AMBROSE PEABODY- Aviation Mechanic", with Peevy's rocket pack diagram, stolen by Lothar. Sally folds the diagram and hides it in the bosom of her gown.

The voices have entered the library. Desperate, Sally seizes the radio microphone and hits switches until the transmitter lights up and static crackles from the speaker.

A reply barks from the radio, in gutteral German. Sally starts, realization dawning. Her eyes find the code book with its swastika-emblazoned cover.

She whirls to see Sinclair in the doorway of the radio room, a handkerchief held to the back of his head. Lothar hovers ominously at his elbow.

Seated at a corner of Hughes' massive desk, with a cup of coffee and a sandwich beside him, is Peevy. Hughes is listening intently, nodding, as Peevy speaks.

The oak doors swing open. Peevy turns in surprise as Cliff is led in by the agents.

Fitch dumps an envelope onto the desk-Cliff's wallet, coins, pocket knife, chewing gum - and the folded diner receipt.

Hughes rises, facing Cliff.

Cliff's only response is an anxious tight lipped stare.

The room dims as a screen lowers and a projector flutters to life behind a wall port.

A grainy, silent black and white film unspools on the screen. Adolph Hitler is seen shaking hands and exchanging "heils" with various high-ranking German military officials.

The Germans are busly adjusting a crude rocket pack tied to a test pilot's back. The German engine is much heavier and bulkier than the Hughes design.

The Germans move back to safety as the pilot readies himself. The pilot fire the ignition button. A plume of flame scorches the ground around him as he lifts off awkwardly. Twenty feet up, the rocket sputters, pitching the pilot towards the earth. The rocket fires again, slamming him into the ground.

The Germans rush towards him. The pilot writhes helplessly, one pantleg afire. Just as the others reach him, the rocket fires once more. The Germans are blown back by its blast.

The pilot spins across the ground, striking the side of the bunker. The ruptured rocket bursts into flame, engulfing the unfortunate man's tangled remains.

The image on the screen abruptly changes to an animated map of Europe, swarming with flying soldiers - rocket- outfitted Storm Troopers. Rocket men blanket the skies, flying in formation above ruined, burning cities. The unstoppable winged commandoes sweep across the Continent.

Cliff and Peevy stare at the animated film, faces sober. The next image is the bleakest yet.

A map of the United States appears, suddenly assaulted by dark arrows which spread from points East. Rocket-borne assault troops advance on Washington, D.C. As the Capitol burns, searing flames leap up to engulf a proud Federal eagle. The symbol melts like wax, then reforms as a Nazi eagle.

The film ends. The screen rises out of view. All sit stone-faced. After a moment, Hughes clears his throat. He places a hand on Cliff's shoulder.

Cliff stares at the floor, unable to answer.

Suddenly, Cliff jumps onto the desk. He leaps up, grabbing the understructure that supports the large wings of the "Spruce Goose" model. The support wires snap.

The model rides on an overhead track, heading straight for the windows. Fitch and the other agents duck as the "Spruce Goose" smashes through the windows, catches air and carries Cliff away like a hang-glider. Fitch and Wooly draw their weapons.

The model carries Cliff over the ocean, disappearing as it banks away. Hughes grins as the large model soars off.

The wind has blown the folded diner receipt onto Peevy's shoe. Noting the writing on the back, Peevy picks it up. He reads it - "Griff Obs--4am--".

It is close to four in the morning as low clouds move above a sleeping Los Angeles. Diffused moonlight splashes over white walls, curved parapets and copper domes of the Observatory. Behind the domes, the cliffs drop off sheer and straight, and city lights glimmer like a jeweled carpet.

The forecourt is a dark lawn crossed by wide concrete paths. In the center of the lawn, a tall stone obelisk is surrounded by statues of famous astronomers, who stand solemn watch. Three Valentine gang sedans are parked at the base of the steps. Eddie, Rusty, Spanish Johnny and several auxiliary goons wait impatiently on the lawn, Tommy guns in hand.

Sinclair's auto rolls up. Lothar exits the car, then opens the passenger door and drags Jenny from her seat. Sinclair takes a tuxedo jacket from the backseat and hands it to her.

Jenny, realizing how exposed she is in her thin dress; snatches the jacket, and puts it on. Sinclair smiles as Lothar takes her to the grass. Eddie approaches, scowling.

Everyone looks up to the heavens. A "shooting star" streaks across the night over the city, quickly growing larger and brighter. Eddie signals his men, who quickly form a loose circle about the lawn, Tommy gun barrels swinging up.

A distant whistling whine soon becomes a roar as the Rocketeer swoops overhead.

Watched warily by the gangsters, Cliff descends and lands on the grass. He removes his helmet to face the surrounding thicket of gun barrels.

Cliff locks eyes with Jenny.

She nods.

He pulls Jenny away from Lothar, pulls a luger from his coat and presses the gun to her temple.

Cliff holds his breath, wheels turning.

Sinclair tenses slightly.

As Sinclair barely covers his shock, Eddie whips on him, eyes narrowed.

Sinclair is smooth, but desperation and rage are beginning to light his eyes. Eddie is glaring at him, suspicion growing.

Sinclair glances at Eddie's men, who have been listening intently. Several of the Tommy gun muzzles have drifted in Sinclair's direction.

Lothar starts to reach into his coat, only to find Rusty's Tommy gun in his face.

Eddie steps in close, bristling.

Cliff allows himself a small grin - the seeds of discord have been sown.

Ignoring Sinclair, Eddie nods to his men. All but Spanish Johnny swing their attention and gun barrels away from Cliff and on to Sinclair and Lothar.

Sinclair tightens his grip on Jenny.

Suddenly, to everyone's surprise, Sinclair hollers to the surrounding canyons.

Twenty German commandoes in grey jumpsuits rush from the bushes or appear atop the Observatory's staircases and domes, surrounding Eddie and his men. They aim their Schmeisser machine guns at the stunned gangsters.

Sinclair flashes a serpent grin at Eddie.

Acknowledging that he is outgunned and outmanned, Eddie signals his men to drop their weapons.

Sinclair checks his watch, then looks expectantly up to the low-slung clouds. He smiles as the sound of whirring engines can be heard. cliff, Jenny, Lothar and the gangsters turn their gaze to the sky.

Jaws drops as the vast silver belly of a zeppelin lowers toward the observatory, gondola softly aglow with its running lights. And, emblazoned on the airship's side, is the name Luxembourg.

One of the commandos runs to Cliff and starts to work on unbuckling the rocket harness. Cliff's mouth tightens as he restrains himself from swinging his fists, eyes on Jenny and the ominous mouths of the Schmeissers.

The commandos swing their Schmeissers at their captives.

Suddenly, car-mounted spotlights stab out to illuminate the Observatory. Tires screech and smoke as police and FBI sedans halt. Led by Fitch and Wooly, the officers leap from their cars, instantly in position with Tommy guns ready.

Cliff throws a glance to the distracted Nazi Commando, who had been unbuckling the rocket harness. The control brackets are still attached to Cliff's wrists. Cliff suddenly thumbs the button.

She looks on in horror as the rocket fires a short burst.

The fiery concussion pulls the terrified Cliff across the lawn like a rocket sled, dragging along the hapless Commando. The disappear over a ledge, falling roughly into the tangled brush.

Lothar yanks his dual .45's free of their holsters -- and blasts away. Cops and Feds hit the decks as slugs punch through fenders and shred tires.

Then, all hell breaks loose. The Feds pop up and unload their fire on the Commandos in the forecourt. Sinclair and Lothar head for the stairs to the roof, Jenny pulled along in the giant's grip. At the same moment, Eddie and his me snatch up their fallen Tommy guns.

The gangsters whirl on the commandos, unexpectedly joining the Feds in the gun battle. Thugs, cops, and commandos fall wounded or dead.

Fitch and Wooly, behind the shelter of their bullet- pocked sedan eye the hovering airship.

Sinclair, Lothar, and the unwilling girl reach the Observatory roof, where the zeppelin is waiting to meet them.

Meanwhile, the Nazi commando ranks are being thinned out by the blistering gun fire of the allied G-men and gangsters.

Taking cover behind a police car, Fitch and Wooly glance to their right. They're are surprised to find Eddie crouched beside them, blasting away at the Germans.

Eddie holds his fire for a moment. He looks over at Fitch and Wooly and gives them a tight grin.

The zeppelin's pilot has lowered the gondola as close to the Observatory roof as he dares. A ladder is lowered to the roof. Jenny writhes in Sinclair's grasp as Lothar nimbly climbs the rungs.

Lothar reaches down and grabs Jenny, pulling her, kicking and screaming, into the gondola.

Cliff struggles to his knees, blood dripping from his forehead. Jenny's piercing cries reach his ears. Looking up with glazed eyes, he sees the zeppelin lifting from the roof.

He yanks a Mauser machine pistol from the holster of the dead Commando beside him and struggles up the hillside.

Inside the gondola, Sinclair is met by a tense German in a dark suit with a Swastika lapel pin.

With the aid of the Valentine gang, the squad of cops and G-Men have overwhelmed the last of the commandos. The surviving hoods aid their wounded.

Cliff reaches the Observatory lawn. He runs across the forecourt grabbing up his brass helmet and races up the winding stone staircase.

Fitch and Wooly watch in dismay as the escaping zeppelin lifts towards the clouds.

The Rocketeer pauses atop one of the copper domes and fastens his helmet. He checks the Mauser's clip. A large American flag flutters in the night breeze. For that brief moment, with his bronze helmet gleaming in the moonlight and weapon poised for action, he is the stuff myths are made of.

Then, a blossom of fire and smoke, and he is shooting toward the zeppelin like a flaming arrow.

The Rocketeer sails towards the zeppelin. The airship's silver tail rushes to meet the airborne Cliff. He eases off the throttle buttons - but has clearly misjudged his speed. His velocity carries him in a descending arc, straight into the zeppelin's tail.

Cliff smashes into the massive rudder. The skin tears with Cliff's impact. He slides down the vertical stabilizer and lands hard on his back, atop the zeppelin's arched body.

The rudder swings erratically, thrown off balance as the wind expands the hole.

Using all his strength, Cliff pulls himself to his feet, fighting the wind.

As Jenny is held by Lothar in the corner of the gondola, Sinclair watches tensely as the airship's pilot and crewman work the controls with mounting difficulty. The Agent hovers at the Captain's elbow, steadying himself as the gondola lurches.

A hopeful look plays across Jenny's face.

A beacon atop the airship flashes red as the Rocketeer moves along the surface toward the hatch.

As he reaches for the hatch cover it springs open knocking the Mauser from Cliff's hand.

They fight.

Rocketeer gets knocked off the zeppelin, zips around the other side and shoots at Lothar like a missile, knocking him down the side still attached to his safety tether.

The sweating pilot is fighting to control the zeppelin's flight.

He is interrupted as Lothar's body suddenly swings down hard, smashing through the gondola windows. Like a wrecking ball, he strikes the pilot and sends him flying into the door, which bursts open, propelling him out into the void. Lothar swings back and dangles for a moment, like a broken marionette, before drifting away into the darkness.

The panicked Agent whirls on Sinclair.

Without a moment's hesitation, Sinclair pulls out his automatic and shoots the Nazi Agent. Clutching his chest the Agent falls out the open doorway.

All at once, the roof hatch drops and Cliff leaps down. The remaining German crewman jumps at Cliff. Cliff dodges the man's punch, grabs his wrist, and throws him against the gondola wall, knocking the crewman senseless.

Sinclair presses the gleaming muzzle of his automatic pistol beneath Jenny's chin. His eyes are wild.

He yanks back on Jenny's hair for emphasis and the girl cries out painfully.

Cliff looks deeply into her eyes.

Defeated, Cliff slips the rocket's straps from his back. He sets the rocket on the floor and surreptitiously pulls the wad of luck gum from the creased fuel tank, then slides the rocket across to Sinclair. The spy brutally pushes Jenny to the airship's Captain and hands him the automatic.

The Captain raises the gun.

Before Cliff or Sinclair can react. Jenny stomps her sharp heel into the Captain's instep. She whirls free of the Captain's grasp, then pushes him hard against the control panel. The Captain slumps unconscious to the deck, the gun falling from his hand. Jenny kicks it across the floor, and it sails out the open door.

Cliff lunges at Sinclair, throwing a punch that knocks him to the gondola floor.

Sinclair leaps to his feet and throws a punch that connects with Cliff's jaw. Cliff staggers back.

Cliff looks at him, face a grim mask of determination. Cliff lands a solid punch. Sinclair recovers and they pummel each other, fairly matched in size and ability.

Then, Sinclair knocks Cliff back hard against the cabin wall. Cliff's head bashes open an emergency case. The contents spill out and scatter across the floor - including a wide barreled pistol.

Bruised and bloodied, Sinclair seizes Cliff by the front of his jacket. He slams him against the cabin wall. He is stopped by Jenny's voice.

Sinclair turns to find Jenny standing opposite him, the pistol from the emergency case aimed in her trembling hand.

Cliff shakes the sweat and blood from his eyes. He sees what is in Jenny's grip.

Sinclair abruptly lunges at the girl. She screams and yanks the trigger. Sinclair dives aside - but it is not a bullet he has avoided. It is a signal flare.

The flare ricochets across the gondola, leaving fire wherever it touches. The projectile finally buries itself in the control console, which bursts into flames.

Cliff looks about frantically. He spots a fire extinguisher on the wall beside the smashed windows. Wrenching the cylinder from its bracket he sprays the liquid on the flaming console to no avail. The flames continue to spread. Smoke is filling the cabin.

At the sound of a distinctive click he turns to see that Sinclair has fastened the rocket's waist belt and is poised in the open gondola door. The rocket pack is strapped to his back and he is frantically adjusting the harness.

The spy fires the rocket and leaps from the gondola.

Sinclair rockets away from the doomed zeppelin, the Hollywood Hills spread below him.

Suddenly, the fuel spraying from the leak ignites in the contrail. The fire is sucked into the rocket pack -- and the backpack bursts into flames.

Sinclair twist around, trying to control. the damaged pack, but it is of no use. He corkscrews down towards the earth a spiral of flame with the zeppelin behind him.

Then, Sinclair sees gigantic white letters rushing up to meet him like a greeting from hell.

Like a comet, Sinclair strikes the "Hollywoodland" sign perched on its hillside. There is a tremendous explosion, removing both Neville Sinclair and the last four letters of the sign from the face of the earth.

The flaming ruins illuminate the spy's memorial - a gigantic sign which now reads "HOLLYWOOD".

Cliff and Jenny emerge from the maintenance hatch. He helps her up onto the fuselage. Cliff holds her, protecting her from the wind.

She throws her arms tightly about him, and they kiss. As that moment, flames consume the gondola, licking up into the envelope.

Then, engine sounds and the flap of rotors gets their attention. Approaching the airship's tail is an autogyro, an odd looking aircraft with both a conventional prop and a blade like a helicopter. In the craft's pilot seat is Hughes. In front of him sits Peeavy leaning over the edge, guiding Hughes into position. Hughes fights to keep her steady as Peevy throws down a rope ladder.

Suddenly, a gnarled hand appears as Lothar hauls himself up atop the zeppelin, having climbed the tether.

He rises in front of Cliff and Jenny. Snarling like a maddened beast, he blocks their only escape route. The snarl quickly fades from Lothar's face as he looks past the terrified couple to a distant churning ball of flame.

The zeppelin shudders as the pockets of volatile hydrogen gass begins to ignite. Lothar turns and flees away from the fire. Cliff and Jenny follow.

Like a chain reaction, the explosions ripple along the airship's body. A huge fireball is surging towards the tail, hungry to swallow the fleeing trio.

Suddenly, Lothar stops dead--literally at the end of his rope. Thick fingers begin to work on the tether line's release clip as Cliff and Jenny surge past him toward the hanging ladder.

Lothar turns in time to see a tidal wave of flame upon him.

Peevy yells out at the top of his lungs.

Jenny wraps her arms about Cliff's neck. He times his leap to the swinging ladder. Jenny closes her eyes as Cliff graps the rope ladder with both hands.

Hughes pushes the stick and the autogryo banks swiftly away, Cliff and Jenny in tow. The autogryo has barely made a safe distance when the fireball completes it consumation of the zeppelin's silver skin, ripping it to fragments.

As the airship disintegrates over the San Fernando Valley, the autogyro descends towards the Hollywood Hills. On the rope ladder, Jenny clings tightly to Cliff as the dying glow plays about them.

The morning sun whitewashes the cafe.

Cliff, Jenny, and Peevy sit a table, the remains of breakfast before them. Peevy reads a newspaper, headlined: "AIRSHIP DISASTER OVER HOLLYWOOD HILLS".

Jenny looks across at Cliff, who stares out the window, lost in thought.

Peevy chuckles ruefully.

Jenny edges over next to Cliff and rests her chin on his shoulder.

Cliff slowly smiles as he gazes into her eyes.

Suddenly, a familiar droning fills the sky. Dishes rattle on the counter. Cliff jumps to his feet and rushes outside as the sound diminishes in the distance.

Cliff stops in the gravel driveway outside the Bulldog, searching the sky. Jenny comes up beside him.

Jenny watches Cliff's face as he strains to hear the distant engine. She takes his hand, and together they start back into the cafe.

Suddenly a shiny blue limousine rounds the corner and slides to a stop before the Bulldog. Two men leap out and clear the street, signalling autos and pedestrians to make way.

The thunderous roar of a radial engine grows louder. Then, a brand new GEEBEE racer, black and white finish gleaming, taxies around the corner and eases to a stop before the diner. The propwash sends autumn leaves dancing. The engine shuts down and the canopy lifts. Howard Hughes emerges, a canvas windbreaker over his brown suit.

Peevy and the rest of the Bulldog regulars emerge from the cafe. His hand in Jenny's Cliff approaches the plane as Hughes climbs from the cockpit.

Hughes pulls Cliff a few steps to the side. He leans in close, speaking confidentially.

Hughes grins. Cliff looks past him to Jenny, radiant in the morning sun.

Hughes starts back to his limousine. Then, remembering, he turns and tosses something to Cliff.

Cliff catches a pack of Beeman's chewing gum. Hughes continues to his car. Confused, Cliff looks over at the GEEBEE as one of Hughes' assistants pulls a piece of masking tape away from the rim of the cockpit. Revealed is hand lettered script: "Pilot, Cliff Secord".

Stunned to silence, a wide grin forms on Cliff's battered face. He turns, but Hughes has already ducked into his car. His aides join him and the car pulls away. Hughes' hand appears briefly out the window, waving as the limousine whispers around the corner and disappears.

Jenny and Peevy join Cliff. The cafe regulars and locals gather about the gleaming new racing plane.

She takes a folded paper from her purse and hands it to Peevy. He unfolds it.

It is Peevy's schematic of the rocket pack. Cliff and Peevy exchange looks. Peevy shakes his head in consternation. Cliff laughs. He sweeps Jenny up in a joyful embrace as--

An ominous shadow falls across the plaster thigh of the Bulldog Cafe, a shadow wearing a fedora and levelling a pistol at Cliff, Jenny and Peevy...

Suddenly, Patsy swoops from a tree on a tire swing. She wears a tin pot on her head, and a round oatmeal box is tied to her back.

She tackles the would-be assassin- a little boy wearing his father's old, oversized hat, and brandishing a water pistol. Patsy and her playmate roll across the lawn, kicking and laughing.

THE END