THX 1138
                                         BY
                                    George Lucas
                                         and
                                    Walter Murch




                                                    Francis Ford Coppola
                                                    American Zoetrope
                                                    827 Folsom Street
                                                    San Francisco, California



                                     THX 1138

      BLACK

      Barely audible, an organ plays a haunting theme.  The title credits appear.
      They are simple green lettering on a black background.

                                                                                 

1.    BLACK

      T.V. MONITOR

          Point of view from inside a small medicine cabinet.  The door is
          opened creating a low hum, and throwing light on THX 1138, a man
          about thirty-five years old.  He has a closely shaved head:
          which makes him appear bald.  The image is distorted as seen over
          a TV monitor.

                                      MALE VOICE
                           What's wrong?

          THX takes a bottle of blue pills out of the cabinet and talks
          directly into the camera.

                                      THX
                           Nothing.....nothing really.  I
                           just feel kind of lousy.  I need
                           something stronger.

                                      MALE VOICE
                           If you have a problem, don't
                           hesitate to ask for assistance.
                           CALL 348-853

                                      THX
                           Yes.....Thank you, I'll be all
                           right.  I'm all right.

          He takes two of the pills and returns the bottle the cabinet.

                                      FEMALE VOICE
                           For more rapid results use your new
                           D code on your Mercicontrol card.
                           Thank you.

          THX closes the cabinet.

                                                                                 

2.    BLACK

      T.V. MONITOR

          The door to the cabinet begins to open - hesitates - then closes.

                                      MALE VOICE
                           What's wrong?

          The door opens revealing LUH 3417, a 20 year old woman, also with
          a closely shaved head.  She is nervous and struggle to maintain
          her composure.

                                      MALE VOICE
                           What's wrong?

          LUH takes the bottle of pills THX has just consumed and becomes
          frightened.

                                      LUH
                           ....never mind.  I'll replace
                           these later.

          She slams the door closed.

                                                                                 

3.    BLACK

      HOLOGRAM ROOM

          CLOSE ANGLE
          A bald man dressed in white, huddles in a bare, dimly lit room,
          Two large leather clad policemen beat the man with long chrome
          nightsticks, making a dull thudding sound.

                                                                                 

4.    BATHROOM

          LUH also dressed in white stands in the corner of a very small 
          bathroom.  It is very modern, with many fixtures not in an ordinary
          bathroom; outstanding of these is a small medicine cabinet with a
          small sign on the face which reads: ÒSEDATION SP9, USE WHEN
          NECESSARYÓ.

          CLOSE ANGLE
          She stands facing the wall.  She is crying.  The thudding sound of
          the policemen can be heard in the background.

          MED ANGLE
          LUH stops crying, drys her eyes and looks into the mirror.  She
          regains her composure and pores the pills down the toilet.  The
          camera TRACKS with her as she walks into the mainroom.  She
          passes by the Hologram room where the thudding sounds of the
          policemen are originating.

                                                                                 


5.    MAINROOM

          LUH enters the small, white, plastic looking room.  One wall is 
          filled with small compartments.  She opens one of the cabinets
          and pushes a series of buttons; which light up.

          CLOSE ANGLE
          LUH sits for a moment having now regained control of herself.  She
          takes a cellophane packet of pills out of one of the compartments
          and carefully removes the pills and replaces them with pills from
          her pocket.  She puts the packet back into the compartment.  She
          becomes aware of the sounds of the policemen in the Hologram room.

                                                                                 

6.    HOLOGRAM ROOM

          FULL ANGLE
          The room contains two over-stuffed reclining chairs, with control
          panels on the arms.  THX is sitting in one of the chairs watching
          the policemen beat the huddled man.  LUH enters and stands by the
          doorway, slightly repulsed by the beating.  THX is aware of her 
          presence, but neither speak.

          CLOSE ANGLE
          Upon closer inspection, we see the policemen have smooth chrome
          faces and are actually robots.

          MED ANGLE
          THX reaches for the volume knob and twists it up one notch.  Another
          robot appears beating the man.  LUH walks over and sits in the
          vacant chair.  She fidgets nervously.

                                      LUH
                           You ought to eat.

          THX looks over to her, but does not respond.  LUH reaches for the
          volume knob, and turns it down, one of the policemen disappears.

                                      LUH
                           I started your dinner for you.
                           It's probably ready by now.

                                      THX
                           I'm not hungry.

                                      LUH
                           Well it's fixed, so you'll have 
                           to eat it.

          LUH  becomes angry.

                                      LUH
                           No, your going to eat it, or it
                           will go to waste.

                                      THX
                           What's the matter with you?

          LUH turns back to watching the policemen.  THX sits quietly, and
          after a few moments, he gets up and leaves the room.  LUH immediately
          flips the switch on the arm of the chair.

          An intense flash of light fills the room and gives way to a naked
          negro female mannequin, with no genitals, dancing exotically to
          driving, sensual afro-electronic music.  She flips the switch again,
          and the flash fades into a newscaster comfortably seated in a chair
          directly across from her.  He is dressed in white, and his head is
          closely shaven; as are all of the people in this society.

                                      NEWSCASTER
                           ....in the constant striving for
                           perfection in the AIA.PB848's which
                           have been built this year.  Five
                           felons have been caught fleeing
                           rehabilitation center dd2.  All five
                           have been  undergoing treatment for
                           drug offenses, two of the felons were
                           products of the sex act, the other three....

                                      LUH
                           What?

                                      NEWSCASTER
                           Two of the felons are products of the sex
                           act, the other three are from reproduction
                           clinic nineteen.  The quintet escaped from
                           compound 545 and were all subsequently
                           destroyed. Reports indicate....

          THX returns to his chair carrying his dinner on a tray.  The food looks
          like multi-colored foam rubber.

                                      THX
                           What's this?  Why did you change it?

                                      LUH
                           You've seen enough.

                                      THX
                           You know I don't feel well.

                                      LUH
                           Eat your dinner.

          LUH flips the switch revealing a drama involving two male negro mannequins
          standing next to a low, sleek car with a massive, complicated jet engine
          on the back.

                                      MANNEQUIN ONE
                           ....and then my request for new arms
                           and legs finally came through.

                                      MANNEQUIN TWO
                           Well that's great then.

                                      MANNEQUIN ONE
                           No.  It's terrible.  I ordered two
                           arms and a new leg, and they sent 
                           me two legs and a new arm.

          Raucous canned laughter is inserted as the two mannequin get into
          the autojet.

          CLOSE ANGLE
          THX is expressionless.

                                      THX
                           That was very funny.

                                      LUH
                           What?

                                                                                 

7.    OBSERVATION CELL

          We view THX in an OPERATING ROOM via a TV monitor.  He is working
          at an electronic control panel in a small glass boot.  He manipulates
          two mechanical hands working on the disassembled body of a chrome
          policemen.

          The CAMERA PULLS BACK, to reveal several monitors which scan other
          operating rooms.  In another row are sedation cabinets, mostly black,
          because the boxes are closed.

          FULL ANGLE
          We now see many rows of TV monitors, surrounded by gages, dials,
          and switches.  Two workers are sitting at the control board facing
          the monitors.  We recognize LUH as one of the workers.  A man, SEN
          5241, is the other operator.

          MED ANGLE
          This is an observation cell, where all phases of life are under
          continual surveillance.  LUH operates the controls at her panel
          and types what she observes into a computer.  On one of the
          monitors is a man in a bathroom alcove similar to the one we saw in
          THX's home.

                                      VOICE
                           What's wrong?

          The man is hysterical and screams at the monitor.

                                      MAN
                           Help me.....HELP me.....

                                      VOICE
                           What's wrong?

          The man takes the pills out of the cabinet and begins to eat them a
          hand full at a time.

          CLOSE ANGLE
          LUH is tense and pre-occupied.  She reacts by pushing a button which
          programs a new recording.

                                      VOICE
                           Take four red capsules, in ten
                           minutes take two more.  Help is on the...

          LUH reports the incident into the computer.  The image on the monitor
          observing one of the operating rooms is shaken, and turns white as
          though there has been an explosion.  THX continues his work and is
          oblivious to what has happened.

          MED ANGLE
          LUH has slipped into a daydream.  SEN notices the accident and
          studies LUH for a few moments.  Suddenly a voice cackles over the
          intercom.

                                      INTERCOM VOICE
                           Concourse 5.....Cross 3.....Monitor
                           concourse 5.....3417 are you there?
                           Relate....relate.....

          LUH awakens from her trance, and fumbles, to discover what has
          happened.  She presses buttons that spread the accident among five
          monitors.

          CLOSE ANGLE
          LUH reaches for a container of yellow pills, she thinks for a moment,
          then returns the pills to the container.  On the monitors there is much
          confusion in the destroyed passageway.  People move along the corridor 
          to get a better look at the accident.  LUH pushes a button and a tape
          activates.

                                      TAPE VOICE
                           Do not enter this area without consuming
                           j23.  This is a traumatic area.  Do not
                           enter this area without....

          Policemen are seen carrying parts of bodies out of a destroyed
          operating room.

                                      INTERCOM VOICE
                           Radiation suppress.  Seal chamber 5G,
                           seal chamber 5G.  Exterminate occupant.

          On the monitors, LUH watches a man bang on the door to his work
          cell.  Slowly he fades, collapses, and dies.  As she watches the
          disaster scene, tears come to her eyes.  She dries them quickly and
          glances at SEN to see if he has noticed her.  He is busy typing a
          report.  A voice brings her back to the monitors.

                                      MALE VOICE
                           What's wrong?

          A man from an industrial section is on one of the TV monitors,
          screaming hysterically.  There are flames and smoke in the back-
          ground.

                                      MAN
                           Fire in sub-station 35k, command
                           13, we've got 73 men down here...

          LUH quickly punches a button on the tape respond panel.

                                      VOICE
                           You are a true believer, blessings
                           of State, blessings of the masses
                           Thou art a subject of....

          LUH is taken by surprise, and fumbles for the retract button.
          There is a moment before the correct tape is heard,  SEN looks
          up at LUH, who is unaware she is being watched.

                                      VOICE
                           Stay calm, correct procedure is
                           essential.  Do not fail to remove
                           auxiliary command circuit before
                           evacuation.  Vacuum detail and
                           suppression units for your area have
                           been notified and are on their Way.

          LUH finishes typing her report and becomes aware that SEN is watching
          her.  She looks up at him, and he quickly goes back to work.

                                                                                 

8.    PRAYER BOOTH

          THX sits in a small cube which features a desk facing a large photograph
          of the prophet OMM.  The image is similar to a renaissance painting of
          Jesus.

                                      VOICE
                           My time is yours, go ahead.

          THX mumbles a short prayer; which is cut short by the recorded
          voice.

                                      VOICE
                           Very good, proceed.

          THX is uneasy, and fumbles for the right words.

                                      THX
                           Well.... I slipped on a T5 transfer
                           this morning.  It's never happened before.
                           I wasn't concentrating enough.  Things
                           haven't been.....

                                      VOICE
                           Yes.

                                      THX
                           ....going well.  How could I be so
                           wrong. (pause) SCO 1202 cross
                           wired a 904.  He's been receiving
                           extra credit.  He offered me some.
                           But you must already know about
                           that....Why do I bother you with
                           such.....

                                      VOICE
                           Yes

                                      THX
                           I did not accept any. (pause) I...
                           I wanted... to.  But I didn't.
                           You know I didn't.  Don't you?

          There is a pause as THX waits for an answer.

                                      VOICE
                           Yes.

                                      THX
                           My mate has been acting very strange.
                           I can't explain it.....but.  I haven't
                           been feeling very well myself.  I 
                           don't know, maybe it's me.  I needed
                           an SP9 last night.  I feel as if
                           something odd were happening to me.
                           Something....

                                      VOICE
                           Yes.

                                      THX
                           I can't understand.  The sedatives....

          THX pauses, and trys to think of what he wants to say.

                                      THX
                           ....I'm taking SP5, but it doesn't seem
                           strong enough.  I have a hard time
                           concentrating.  Please forgive me, I
                           slipped on....

                                      VOICE
                           You are a true believer.  Blessings of
                           the state, blessings of the masses.  Thou
                           art a subject of the divine.  Created in
                           the image of man, by the masses, for the 
                           masses.  Let us be thankful we have an
                           occupation to fill.  Work hard; increase 
                           production; prevent accidents, and be
                           happy.

          THX slumps, exhausted by the effort of communicating with OMM.

                                                                                 

9.    SCHEDULING OFFICE

          THX is in a large hall, crossing over to a bank of small boxes
          along the wall.  He attempts to open one of the boxes with a
          plastic badge from his lapel, and struggles for a moment
          before finally getting it open.  He pushes some buttons inside
          the box, then closes it.  He is very tired; almost unable to
          cope with the trivia of daily life.

          MED ANGLE
          THX turns around to leave and is confronted by LUH, who has
          been standing directly behind him.  She is holding a punch
          card.

                                      THX
                           What do you want?......

          LUH stares at him without answering.

                                      THX
                               (Glancing at the card)
                           What did you get?

                                       LUH
                           I have to see SEN.  I've
                           just been given a shift
                           change.

                                      THX
                           When?

                                      LUH
                           Now.

                                      THX
                           Now?

                                      LUH
                           He wants me to come to his
                           quarters.

                                      THX
                           (Glancing at the boxes and
                           pointing)
                           A shift change should come 
                           through the scheduling office.
                           Why should he want to see you?

                                      LUH
                           I don't know.

                                      THX
                           Don't go.

                                      LUH
                           I have to... he's a G-34

                                      THX
                           You don't have to... I
                           don't trust him.  You ought
                           to file a report.

                                      LUH
                           No, don't make trouble.  It's
                           nothing.

          THX is becoming confused and exasperated.

                                      THX
                           Then why did you bring it up?

                                      LUH
                           I didn't.  You asked me about
                           the card. (pause) You're going
                           to get us into trouble.

          LUH starts to move off.

                                      THX
                           I haven't done anything.

                                      LUH
                           Don't be so sure.

          LUH quickly disappears into the crowd.  THX rests against the
          wall; the noise and the crowding people are almost too much
          for him.

          A chrome robot and a man, both dressed in bright yellow, pass
          by engaged in conversation.  A moment later, a man drops his
          computer card and is trampled trying to retrieve it.

          THX is seen on a TV monitor.  He is unable to withstand the
          crowd and moves off screen down the passageway.

10.   REST PLAZA

          THX moves to a large door with a sign reading ÒREST PLAZAÓ.  He
          opens the door and enters a small room lined with benches and
          filled with old people sitting and staring at one another.  As
          THX enters, they all turn and stare at him.

          CLOSE ANGLE
          THX searches for a vacant bench and begins to feel very uncom-
          fortable.  Finally, he turns and leaves.

                                                                                 

11.   HOLOGRAM ROOM, THX'S QUARTERS

          The faint sound of a heartbeat grows louder as a pulsating,
          round, red blurr slowly appears in the center of the room.  THX
          is sitting alone in the overstuffed chair.

          The red ball descends from the ceiling and surrounds THX's
          abdomen as he takes two capsules out of a compartment in the
          arm of the chair and swallows them.

          THX flips a switch on the arm of the chair; an intense flash
          of light fills the room and gives way to a naked negro female
          mannequin making erotic movements to the beat of a driving
          afro-electronic song.

          THX undergoes the physical movements of a sexual experience.
          After he reaches his climax, he relaxes, breathing deeply,
          resting for a moment as the mannequin continues to gyrate and
          the red ball fades away.

          THX flips the switch several times.  A series of images flashes
          through the room: a chrome policeman beating a man to death; a
          newscaster; a matronly woman discussing drugs; a male mannequin;
          and finally two men sitting behind a long table.  Only one man
          speaks, the other listens attentively, occasionally looking
          from THX to the speaker.

                                      MAN
                           ....to stimulate the arithmetical
                           and logical processes as an extention
                           of the 5141.  Never before have we
                           been so contented, never before has
                           life been so satisfying...

          there is a jump in the man's movement - a reminder that he is
          only a hologram.

                                      MAN
                           ...so satisfying.  A referendum of bliss,
                           a fabrication of gratification sustained
                           by the benevolence of authority...

                                      THX
                           What?

          The man disappears for a moment, then pops back.

                                      MAN
                           a referendum of bliss, a fabrication
                           of gratification sustained by the
                           benevolence of authority...

                                      THX
                           That's not what I meant.

                                      MAN
                           ...the inadequacies of the human
                           personality are rapidly being over-
                           come by the social processes of
                           advancing technology.  Component
                           lowness, a sophisticated stimulation
                           is the answer.  The humanity of
                           authority is proudly contemporary.
                           Control through companionship,
                           combined with economic advantages of
                           the mating structure far surpasses
                           any disadvantages in increased
                           perversions.  A final...

          THX hears something in the other part of the house.  He jumps
          up, standing in the middle of the silent man.

                                      THX
                           LUH?

                                      MAN
                           ...an infinite translate in mathematics of
                           tolerance and charity among artificial
                           memory devices is ultimately binary.
                           Stimulating...

          THX flips off the hologram and the two men fade away, leaving
          the room dark and empty.

                                      THX
                           LUH?  is that you?

          THX walks into the main room, then into the bedroom

                                      THX
                           LUH?

          He stands alone, disappointed and puzzled.  He ponders the
          events of the day, makes a decision, and leaves.

                                                                                 

12.   SEN'S QUARTERS

          A group of men are loading multi-colored boxes containing
          personal effects onto a cart.  THX stops at the doorway,
          hesitant to go inside.

          The room is in a state of confusion as the effects are
          checked against a master list by an extremely mannish
          woman.  THX finally moves past them and into the residence,
          looking for SEN.

                                      WOMAN
                           sealed personal effects:  3 styrenes;
                           an occupational syntax; a red magna
                           base - old style; a box of neons; a
                           variation; 23 hunter portapods.

          SEN is in his section of the bedroom, noticeably annoyed at the
          intrusion.  THX enters and stands just inside the entry, staring
          at SEN.  SEN becomes aware of THX and begins to stare back.  THX
          becomes more and more uncomfortable.

                                      SEN
                           Well?

          THX says nothing.  SEN suddenly recognizes him and stands up.

                                      SEN
                           It's you, come in, come in...you know,
                           this is really odd.  I was just
                           thinking about you.  What in the world
                           are you doing here?

          THX does not answer.  SEN studies him for a moment.

                                      SEN
                           (pointing to the other room)
                           For the moment, I thought you were one
                           of the others.  You look much...
                           different - in person.

          SEN sits down.  THX remains standing, staring expressionless at
          SEN.  There is another pause.

                                      SEN
                           Sit down, why don't you?....(THX does
                           not sit) Anyway... I must apologize
                           for all this chaos.  They materialized
                           this morning and it's been going on
                           all day.  Well, it's cross I have to
                           bear - the roommate was destroyed, you
                           know.

          SEN looks at THX, but sees no reaction.

                                      SEN
                           No...I guess you wouldn't.
                           Terrible inconvenience.  I
                           could never understand why
                           it all must be created and
                           filed if it's going to be
                           destroyed anyway.  When I
                           pass on, I certainly don't
                           want anyone going through
                           my things.... It's a strange
                           life.
                                      (Pause)
                           I really cannot understand
                           why you don't sit down. 

          SEN goes into the bathroom alcove and takes a pill.  THX sits
          on the edge of the bed.

                                      SEN
                                    (off-screen)
                           You never answered my question.

          SEN returns to the bed and sits down on the other end from THX.

                                      SEN
                           Well, at least you're sitting down...
                           You must excuse my going on like
                           that.... with ONA gone I feel as if
                           I have no one to talk to.  You're
                           perspiring, aren't you?  My
                           goodness, it's not very hot in here.
                           Are you sick?

          SEN backs off a bit.

                                      SEN
                           I'm sure it's warmer in her than
                           outside, though.  I haven't been
                           out yet, but it usually is...the
                           control is fouled...
                                      (Pause)

                                      THX
                           Where is LUH?

                                      SEN
                           What?

          The woman taking the inventory interrupts their conversation.

                                      WOMAN
                           Count concluded.

          SEN hands her the plastic badge on his lapel.  She slips it into
          a small box and returns it, with a slip of paper.

                                      WOMAN
                           You must keep this.

                                      SEN
                                 (taking the slip)
                           Yes, of course.

          The woman leaves.

                                      SEN
                           They really smell.  It's
                           disgusting.  Did you
                           notice it?

          THX glares silently at SEN.

                                      THX
                           Why did you have LUH come here?

                                      SEN
                           Why are you so concerned?

                                      THX
                           What's going on?

                                      SEN
                           I want you for my roommate.

                                      THX
                           Where's LUH?

                                      SEN
                           It will be good for both of 
                           us.  I've got it all arranged.

          THX is having difficulty dealing with this turn of events.

                                      THX
                           I don't understand.  Living....selection
                           is computed.  You can't... What have you
                           done to LUH?  She was here..

                                      SEN
                           We had a long talk and she agreed that
                           it would be a good idea for you to
                           switch.  She felt that you had not
                           been accurately mated to her in the
                           first place... You're upsetting
                           yourself.  Would you like something?

                                      THX
                           You're in violation.

                                      SEN
                           Don't say that.  You look...
                           You're not well.

          THX is confused and preoccupied.

                                      SEN (Cont.)
                           I know what you're thinking...
                           Program shifting isn't that
                           major a crime is it?
                                      (pause)
                           LUH is a problem for you.  I've
                           watched her during work.  She's
                           been acting very strange.

          THX stands up and starts for the door.

                                      SEN
                           I won't have another mate like
                           ONA.  You rate very high in
                           sanitation.  I've checked.  In
                           fact, I am surprised that you
                           were ever matched with LUH.
                           Her ratings are very erratic -
                           you know what I mean.  We'll
                           be happy.

                                      THX
                           I don't feel well.

          THX leaves.

                                                                                 

13.   PRAYER BOOTH

          THX is in a city plaza prayer booth.  The face of Jesus stares
          down at him.

                                      THX
                           ....with me?  What am I to
                           her or she to me?  Nothing.
                           She's an ordinary roommate.
                           I..I share...

                                      VOICE
                           Yes...

                                      THX
                           ...rooms with her.  Our relation-
                           ship is normal, conforming.  We
                           share nothing but space.  What is
                           she doing to...

                                      VOICE
                           Yes...

                                      THX
                           ...to me.  I think I'm dying.

          THX is experiencing extreme stomach cramps.

                                      VOICE
                           You are a true believer.  Blessings
                           of the state.  Blessings of the
                           masses.  Thou art a subject of the
                           divine.  Created in the image of
                           man, by man, for man.  Let us be
                           thankful we have commerce.  Buy
                           more.  Buy more now.  Buy more and
                           be happy.

          THX throws up on the floor of the booth and seems to feel better
          for it.  The Mercicontrol card appears, and the concluding voice
          is heard as THX feebly gets up and leaves the booth, allowing
          another man to enter.

                                                                                 

14.   COMMERCIAL PLAZA

          THX is in a store.  He buys a bright colored three-dimensional
          hexagon, pays for it with his legal badge placed in a machine.
          In the next stall man is banging on the credit card machine.
          THX pays no attention.

                                      MAN
                           Idiot machine!  Someone ought
                           to fix this machine!

          A chrome policemen comes and takes the man away.  THX is suddenly
          hit by another wave of nausea, and leaves the plaza quickly.

                                                                                 

15.   THX'S QUARTERS

          THX enters, holding the hexagon in one hand.  The rooms are dark

                                      THX
                           LUH?

          He turns on the lights and pauses, waiting for an answer, then
          continues in and places the box on the kitchen table.

          THX enters the bathroom and closes himself inside a rectangular
          glass box.  Air rushes in through a series of nozzles, and he
          is dry-cleaned, clothing and all.

          MED ANGLE
          THX enters the kitchen, notices the hexagon, and places it
          inside the product consumer - small, oven-like appliance
          that destroys it instantly.  He moves slowly, trying to
          keep from becoming sicker.  He opens one of the kitchen
          cabinets, presses some buttons inside, and sits down at
          the table.  He is shivering uncontrollably and breathing
          hard.

                                      THX
                                    (to himself)
                           I need help.

          He stumbles out of his chair and feebly makes his way into the
          bathroom alcove.  As he passes the hologram room, we see a
          figure standing in the shadows.

          THX is extremely ill and on the verge of losing consciousness.
          He reaches for the sedation cabinet, but collapses just as he
          opens it.

          TV IMAGE
          The bathroom alcove appears empty.

                                      VOICE
                           What's wrong?

          LUH appears on the screen

                                      LUH 
                           Nothing.  I was looking for my
                           tenser.  I'm sorry.

                                      VOICE
                           If you have a problem....

          CLOSE ANGLE
          LUH closes the sedation cabinet and drags the unconscious THX
          into the bedroom and puts him on the bed.


          She sits, quietly, looking at him.  Cautiously, she brings his
          hand to her cheek.  A slight smile crosses her face.

                                                                                 

16.   MAIN ROOM, THX'S QUARTERS

          THX is laughing hysterically.  As soon as he starts to gain
          control of himself, he breaks out laughing again.

          LUH has taken a spherical piece of food from her tray and is
          bouncing it on the table.  She is laughing, herself, but still
          trying to keep control of the ball.

                                      THX
                                (laughing very hard)
                           Violation...violation...You're
                           bouncing in...violation..

          This makes them laugh even harder and LUH loses the ball.  They
          both dive for it and wind up face to face under the table.
          Eventually, they stop laughing.

                                      THX
                           I've never been under the table
                           before.

                                      LUH
                           (pointing at the underside of the
                           table)
                           Look,dirt!    

                                      THX
                                     (mocking)
                           That's not dirt...Can't be dirt..
                           Dirt is a violation

                                      LUH
                           Looks like dirt    

          THX picks up the red food ball and holds it up at LUH.

                                      THX
                           Look, food!

                                      LUH
                           That's not food.  Can't be  
                           food.   

                                      THX
                           Looks like food.

          THX takes a bite out of it and grimaces.

                                      THX
                           Tastes like food.

          He scrambles out from underneath the table and tosses it in the
          product consumer.  It disappears instantly.

                                      THX
                           Produced to be consumed!

          LUH goes over to the table and scoops up the rest of the food.
          She begins tossing it into the product consumer.

                                      THX
                           Hey!  Wait a minute.  Not all
                           of it.  I'm hungry.

          She begins to break out laughing, throwing the food into the
          consumer as fast as she can.  THX starts for her and she begins
          throwing the food at him.

          THX catches her by the foot and pulls her to the floor.  They
          roll around playfully, laughing hysterically all the time.
          Slowly and subtly, their play becomes more violent and
          sadistic, although they keep on laughing.

                                      LUH
                                    (laughing)
                           The pain, no...the pain, I can't    
                           stand it.     

          LUH turns on THX, pinning him to the floor.  She sits astride
          him, holding his arms.

          They are both out of breath and panting heavily, confused by a
          slowly increasing awareness of each others sexuality.  LUH
          slowly releases THX's arms and sits up.  She gives a last, em-
          barrassed giggle and then falls silent.  They stare at each
          other.

                                      THX
                           Why?

          LUH sits silently, showing no response.

                                      THX
                           Why did you do it?  It's wrong....
                           we're wrong.  We're felons now.
                           You know it can't last very long;
                           they will discover us, and they 
                           will destroy us.

          LUH is hurt and begins to cry.

                                      THX
                           Now...now, I'm sorry...don't -
                           don't....please.  It's just...
                           I was happy.  Why get me involved?
                           You told SEN that you weren't
                           satisfied with me.

                                      LUH
                           What?...Oh, no, THX.  That's not   
                           true.    
                                 (she embraces him)
                           Not satisfied?  THX, I need you so   
                           much.    

          THX attempts to comfort her.  He is awkward and uncomfortable.

                                      LUH
                           I was so scared...I didn't know   
                           what would happen with you...once   
                           I started.  I almost let you go   
                           on so many times.  It will be   
                           worth it, together.  When I was   
                           alone, I knew.   

                                      THX
                           But it's so hopeless...you're so
                           beautiful.

          LUH smiles and sniffles.  They kiss:  an awkward first kiss.

                                      THX
                           What time is it?

                                      LUH
                           What?

                                      THX
                           I said what time is it?  How
                           long was I out?

                                      LUH
                           It's 3+27 hundred

                                      THX
                           Three!  I'm going to be late
                           for my shift.

                                      LUH
                                    (holding him)
                           No!  Don't go.

                                      THX
                                    (getting up)
                           They'll come for me right away
                           if I'm not there.  I have to
                           go.

                                      LUH
                           Don't take anything.

                                      THX
                           I'll try.

                                      LUH
                           Promise...please don't

          THX leaves the room.


                                                                                 

17.   PASSAGEWAY

          LUH is frightened as she hurries down the endless white
          hallways.  When she reaches the corridor exit for THX's operating
          room, she stops.  She feels conspicuous waiting in the hallway.
          A group of men, carrying little white boxes, are leaving the
          operating room.  THX is in the group.  He sees LUH and goes over
          to her.

                                      THX
                           What are you doing here?  Is
                           anything wrong?

                                      LUH
                           No....I though (pause)
                           I'm afraid.

                                      THX
                           You're not cleared for this
                           precinct.  Let's cross over
                           first.

          THX motions her down the hallway, and he falls in step a few
          paces behind her.  LUH speaks to her without turning around.

                                      LUH
                           You slipped on a T297 transfer just
                           before lunch, didn't you?

                                      THX
                               (not wanting to talk)
                           What?

                                      LUH
                           On the cervix transfer, you almost
                           lost the T297.

          Some men in colored uniforms pass them walking in the other 
          direction.  THX is silent until they are gone.  THX and LUH pass
          through a series of doors and into another precinct.  THX
          is angry.

                                      THX
                           What do you think you're doing?
                           You're going to get us arrested.

                                      LUH
                           But...you...

          She falls silent as they walk through the empty cold hallways.

                                      THX
                           I can't work this way.  I need
                           something.  I'm losing control.

          LUH struggles to remain calm.

                                      THX
                           I can't go on like this.  I can't....
                           I don't just sit around and watch
                           people.  If I make a mistake, it's
                           all over.  You see it every day.
                           (Pause) Do you want to see me taken
                           away in pieces?

                                      LUH
                           I don't want to lose you.

                                                                                 

      BLACK

18.   CATHEDRAL

          A yellow eight burns through the blackness.  A low voice is
          heard performing a ritual.

                                      VOICE
                           ....and it all happened so slowly
                           that most men failed to realize
                           that anything had happened at all.

          The interior of a cathedral is slowly revealed.  Many people
          are kneeling before the eight, and a monk in white robes is
          performing a rite.

                                      VOICE (cont.)
                           They had never known what all know
                           within, that to know is not to
                           know, not to know is to be known.
                           To change is to circle without end.

          THX and LUH are kneeling, solemnly involved in the service.

                                      VOICE (cont.)
                           To remain still is to flow with
                           the will of OMM.  The breath of OMM
                           is infinitely slow, yet he breathes.
                           Avail thyselves!  OMM moves!  OMM
                           flows!....Let us pray.

          CLOSE ANGLE
          The voice recites a chant, and the congregation repeats it.
          THX watches LUH as she repeats the chant.  He is moved.

                                      VOICE/CONGREGATION
                           Before OMM was OMM, after OMM will
                           be OMM, within OMM is OMM, without
                           OMM is OMM.  OMM is one.  We are
                           one, Mass is one, All are one....

          THX leans over and whispers in LUH'S ear.

                                      THX
                           I don't want to lose you.

          LUH turns and smiles, taking his hand.  There are tears in her
          eyes.  He smiles back, and she cannot stifle a rather loud
          giggle.  They are both embarrassed.

          FULL ANGLE
          No one in the cathedral seems to notice.

                                      VOICE
                           Unity of minds, unity of thought,
                           unity of occupations, unity of OMM
                           A man.  Blessings of the state.
                           Blessings of the masses, Thou art
                           subjects of the divine.

          When the ceremony is over, THX goes over to a chair in the
          corner and flips a switch on it's arm.  The cathedral, monks,
          and congregation all fade away, leaving LUH kneeling in the
          empty HOLOGRAM ROOM.

                                      THX
                           What are you doing?

                                      LUH
                           I don't know.

          She rises, walks over and sits in the second hologram chair.
          They are both strangely contemplative, and sit quietly in the
          darkened room for a long while.

                                      THX
                           What am I going to do?

          There is a long pause.

                                      LUH
                                     (quietly)
                           If you....if you go back on 
                           sedation, you won't feel the
                           same way about me.  You'll 
                           report me for drug evasion.

                                      THX
                           I've got a slip movement to
                           install on my next shift.  I'll
                           never make it the way I am now.
                           There have been three explosions
                           already this....

          His argument is more to himself then to LUH.  He looks to LUH,
          who is on the verge of tears.  He realizes his logic is of no
          help, and he goes over to her.

                                      THX
                           I couldn't turn you in, not now.
                           I....I know I wouldn't!

                                      LUH
                           You don't know.  You don't....

                                      THX
                           If I take something, you suffer.
                           If I don't, I stuff....

                                      LUH
                              (with growing excitement)
                           I know you can do it without sedation,
                           You can, I know you can.

                                      THX
                           Then what?  It can't go on forever.
                           You know it can't.

                                      LUH
                           We could leave, and live in the
                           superstructure....

          There is a pause as THX ponders this.

                                      LUH
                           ....My series is over, you only
                           have one shift left, don't you?
                           We could be gone before our
                           next series started.

          THX is sitting on the floor, holding his head in his hands.
          LUH goes over to him, and begins to caress his neck.  She
          is crying.

                                      THX
                           It's allright now, shhhh it's
                           all right.

                                      LUH
                           Don't let them separate us.

          Their loveplay slowly becomes more and more passionate.  They
          are awkward and unsure as they begin to disrobe one another.

          LUH is embarrassed, and she begins to giggle, then laugh
          uncontrolably.

          CLOSE ANGLE
          They are like children experimenting for the first time..There
          is something lyrical and new as they make love.  There is a
          moment of fear for THX as LUH achieves orgasm; something
          neither has experienced with another person before.

                                      THX
                           Are you allright?

                                      LUH
                           AH UGH.

          She smiles at him and they embrace, and rest.  THX is asleep
          when LUH wakes him with a start.

                                      LUH
                           They know.  They've been watching
                           us.  I can feel it.

                                      THX
                           They don't know.

                                      LUH
                           They're watching us now.

                                      THX
                           No one can see us now we're alone.

          THX momentary glances into the camera, seemingly at the theatre
          audience.

                                                                                 

19.   PREOPERATING CHAMBER

          THX enters a preoperating chamber.  He nervous, but trys to
          appear matter of fact.  He is cleansed, and follows a religious
          preoperating ritual.  An intercom voice is heard softly in the
          background.

                                      VOICE
                           .....This is a reminder of the
                           precision which must be taken at
                           this stage.  Three operating
                           cells have already been destroyed
                           in this shift.  Mercicontrol is
                           supervising all operations during
                           this phase.  Prevent accidents,
                           and be happy.....This is a
                           reminder of.....

          A door to the chamber opens, and SEN enters.  THX is somewhat
          shaken by this.

                                      THX
                           What are you doing here?  You're not
                           cleared for this area!

                                      SEN
                           You know I have a way with the
                           computers.  I can clear myself for
                           any area.....almost.

                                      THX
                           I'll report you.  It's....

                                      SEN
                           Listen to me....You have no need to
                           distrust me.  We're going....

                                      THX
                           Get out of here, Leave me alone.

          THX starts for the operating room.

                                      SEN
                           I've taken care of LUH.....

          THX stops short in fear.

                                      SEN
                           ....I've programmed her to level
                           5450.  Her transfer should go
                           through by the next series.  You're
                           going to need a new roommate.
                           Everything.....

          A buzzer sounds.  THX is forced to leave the preoperating
          chamber.  SEN stands alone.

                                                                                 

20.   OPERATING CELL CORRIDOR

          As THX walks to his operating cell, He stops at a small red box
          on the wall.  Over the box is a sign which reads: ÒPERSONAL
          VIOLATION REPORTSÓ

          CLOSE ANGLE
          THX takes a small card from the box and punches holes in the 
          marked areas which read:  S,E,N,5,2,4,1.
          He runs down a list of violations and finally punches:
          ÒIllegal programming.Ó  He puts the card into a slot in the
          box, and continues to his operating cell.

                                                                                 

21.   OPERATING CELL

          THX slides into his control panel as the operation begins.  A
          component is picked up by the mechanical hands.  THX strains
          as the hands begin to move toward the half assembled chrome man.

          FULL ANGLE
          In another cell of the operation chamber is a supervisor.  He
          sits in front of a computer readout, TV monitors, and many
          electronic graphs and gages.

                                      SUPERVISOR
                           1138 retract.  SB4 talmod contract,
                           retract to 220.

          Buttons are clicking, lights flashing, and gages near their
          warning marks as THX struggles to manipulate the mechanical hands.
          Sweat forms on his forehead.  THX moves the hands back and makes
          another attempt at placing the component.

                                                                                 

22.   CONTROL CENTER

          A control officer, dressed in yellow, sits in a large room filled
          with ten men, various radar scopes, TV monitors, and large clear
          plastic maps.  The control officer is receiving all forms of
          reports as two observers, below and in front of him watch TV
          monitors.  An observer reports to the control officer.

                                      OBSERVER
                           We are receiving an extreme
                           respiratory count from a
                           Magnum Manipulator in operating
                           cell 94107.  Erratic visual
                           behavior.

                                      CONTROL OFFICER
                           Transfer control information.

          Instantly, information on THX is flashed on a large screen in
          front of the control officer.  Photos flash on and off the screen.
          They are taken from all possible angles, including various types
          of X-rays, etc.

                                      OBSERVER
                           1138 files a violation report on
                           SEN 5241 immediately prior to.....

                                      CONTROL OFFICER
                           Violation type?

                                      OBSERVER
                           Illegal programming.

                                      CONTROL OFFICER
                           Check into it. (pause) Current brain
                           wave confirmation on 1138.  Adrenal
                           off point 74 or minus 6.  No doubt of
                           severe sedation depletion......Inform
                           Magnum supervisor 9410 of procedure
                           to mindlock and arrest. (pause)
                           Request MINDLOCK for operating cell
                           94107; subject 1138 prefix THX.

          One of the observers releases a special safety lock on his control
          panel.  The switch under the lock reads:  MINDLOCK, danger:
          PRIORITY 3AA.

                                                                                 


23.   OPERATING CELL

          THX successfully survives several minor crisis.  The
          stress and effort show on his face.  The Supervisor receives
          a report.

                                      CONTROL VOICE
                           Magnum Manipulator 1138 prefix THX,
                           operating cell 94107, suffering
                           severe drug violation.  Extent
                           pending.  1138 subject to
                           immediate arrest.  MINDLOCK pending.
                           MINDLOCK pending.

          The supervisor is greatly alarmed by this information.

                                      SUPERVISOR
                           Priority shift, repeat, priority
                           shift.  The situation here is
                           critical.  1138 involved  in
                           critical mass maneuver.  DELAY
                           MINDLOCK, DELAY MINDLOCK,
                           situation white, repeat, situation
                           white.  HOLD...HOLD.....

          A high whining Anthem-like piece of music is heard in THX's
          operating cell.  The sound staggers him , and he freezes at the
          controls of his panel.  The component THX was guiding, continues
          to creep slowly closer to the chrome man.

          CLOSE ANGLE
          The supervisor slams s series of relays in disgust, and reports
          into the computer.

                                      SUPERVISOR
                           Who permitted this priority??? This
                           shouldn't happen. (pause) Immediate
                           transfer of disaster responsibility
                           to control officer 626, as of time
                           mark: 12/32/581.  Repeat; official
                           obligation of responsibility.....

          He reaches for more sedatives in a bottle near his panel.

          MED ANGLE
          The critical mass component enters the open skull of the chrome
          man.  Sparks fly, and the gages are now in the danger zone.
          The intercom voice is alive with panicked dialogue.

                                      VOICE
                           Clear....Clear....4444,4445,
                           4446....EJECT...EJECT...EJECT....

          All of the men in the operating room evacuate; leaving THX alone,
          frozen at the controls.  THX is aware of the situation, and
          struggles to break the power of the mindlock and stop the com-
          ponent.

                                      VOICE
                           Near destruct....Near destruct.

                                                                                 

24.   CONTROL CENTER

          The observers are switching relays as the control officer trues
          to get the situation under control.

                                      CONTROL OFFICER
                           .....MINDLOCK! release MINDLOCK!
                           relapse to command monitor. Release
                           MINDLOCK.  Transfer obligation for
                           responsibility to central monitor
                           898.  This center received no
                           evaluation of stasis.  Control center
                           626 holds no responsibility.....

          The MINDLOCK Anthem is replaced by the voice of OMM.

                                                                                 

25.   OPERATING ROOM

          The component is at the point of destruction as THX is released
          from the mindlock.

                                      OMM
                           Everything is going to be all right.
                           You are in my hands.  I will protect 
                           you.  Everything is going to be all 
                           right.  Cooperate, stay calm, I am
                           here to help you. (pause) Everything 
                           is going to be......

          THX carefully operates the controls, and returns the critical 
          mass to it's container.

                                      CONTROL VOICE
                           Relax your controls.  Relax your con-
                           trols.  Report to Con 5 immediately.
                           Relax your controls.....

          The voice of OMM and controller blend in an hypnotic double
          talk.  THX sits quietly in shock as the voices on the intercom
          die off.

                                                                                 


26.   CITY PASSAGEWAY

          The supervisor, and all the other workers from THX's unit are
          standing around in the passageway.  A door opens and THX
          emerges accompanied by a Chrome policeman.  They pass silently
          through the crowd of workers, who watch them disappear down
          the corridor.  The workers start to file back into the
          operating cell.

                                                                                 

27.   INTERIOR TRAM

          The interior of the tram looks much like the interior of a very
          modern jet liner.  There are about 50 people sitting in high
          backed seats.  A few are talking to themselves.  THX is seated
          next to the policeman, still in shock.

          CLOSE ANGLE
          Slowly THX begins to tremble and then suddenly stops.

                                      THX
                           LUH!

          He looks wildly around the tram, and at the policeman.  No one
          is paying any attention to him.  He jumps up and runs for the
          emergency door at the end of the aisle.  The policeman slowly
          get ups and walks down the aisle to THX trapping him against the
          door.

          FULL ANGLE
          THX suddenly slams open the escape hatch.  The tram is moving at
          supersonic speeds through a vacuum tube.  THX is sucked out into 
          the tube.  The open escape hatch seals itself immediately.

          CLOSE ANGLE
          THX is caught in a loud rush of sound and air as he floats in
          free fall through the vacuum gravity-free tube.  He begins to
          slow down.  As he does, amber lights on the side of the tube
          become more visible.  Suddenly THX is sucked into a smaller
          tube.

                                                                                 

28.   OBSERVATION CELL

          A control observer is monitoring the interior of the tram. People
          are confused, hysterical.  A chrome-policeman tries to calm them.
          The policeman reports the situation, which is typed by a
          computer.  More information appears on the readout, and is
          relayed by the observer.

                                      OBSERVER
                           1138 prefix THX on warrant. Drug
                           evasion. Fled tram in transit.
                           Surmise destroyed.

                                                                                 


29.   DEBRIS RECEPTACLE 444

          TV monitors light up rooms filled with scrap metal and other
          waste product from the tram tube.  The monitor scans room
          444, then moves on, leaving the room lit only by a few blue
          guide lights.

          CLOSE ANGLE
          THX lies unconscious under a pile of scrap waste.  He slowly
          picks himself up, makes his way toward the wall.  A low hum is
          heard and THX drops into the waste as the monitors light 
          up the room.

          FULL ANGLE
          When it is dark again, THX follows the wall until he sees a
          hatchway high up the wall.  He jumps for the hatch..but misses
          it and falls to the floor.  He groans, rolls over, revealing a
          bleeding back.  Again there is a low hum and the room lights
          up.

                                                                                 


30.   OBSERVATION CELL

          Debris receptacle 444 is seen on a monitor.  The screen goes
          black, then another room appears, 562.  A control observer
          watches the monitor.

          CLOSE ANGLE
          As the observer makes adjustments on the control panel, he
          sees something, flips on another monitor for a closer view.
          He switches over to heat transmission.

          FULL ANGLE
          The observer sees a moving hot spot on the screen, marks it,
          blasts it with a laser beam.  A loud screech is heard.

          MED ANGLE
          The control observer switches back to light transmission, sees
          a dead animal the size of a large dog.  He continues his
          scanning.  Another room lights up, goes dark.

                                                                                 


31.   DEBRIS RECEPTACLE 4444

          THX gets up from the rubble, begins building a pile of scrap
          metal up to the hatch.  Waste continues to be sucked into the 
          room with a great rush of noise.

          CLOSE ANGLE
          As THX dislodges a large piece of twisted metal, a trapped animal,
          like the one killed by the observer, is released and attacks THX.
          They fight rolling through the debris.

          MED ANGLE
          THX strangles the beast.  The hum of the monitor is heard as THX
          tightens his grip on the animals neck.  The light goes on.  THX
          freezes, clutching the now quiet beast.

                                                                                 


32.   OBSERVATION CELL

          The observer scans the room, thinks he sees something..switches
          to a closer shot, then to heat transmission.  But he spots 
          nothing moving.

                                                                                 


33.   DEBRIS RECEPTACLE 444

          The light goes out.  THX relaxes, releases the dead animal.  He
          places a final piece of junk on the pile and attempts to climb
          to the hatch.

          CLOSE ANGLE
          THX is exhausted.  He can't turn the wheel on the hatch.  He
          climbs down and finds a long bar in the rubble.  The TV light
          goes on.  THX freezes.  The light goes out and he climbs up the
          hatch, putting the bar between the spokes of the wheel.

          FULL ANGLE
          THX hangs on the bar, rotating the wheel as the hatch slowly opens
          A muffled buzz is heard as THX climbs out and closes the hatch.
          The TV light monitor goes on.

                                                                                 


34.   OBSERVATION CELL

          Debris receptacle 444 is seen on the TV monitor and the buzz
          becomes louder.  The observer flips to a closeup monitor and scans
          the room.  The buzz is now very loud, becoming an alarm system.

                                      OBSERVER
                           Seal break.  VAC debris receptacle 444.
                           Entrance on con 65.  Investigation in
                           process.

                                                                                 


35.   CITY SUPERSTRUCTURE

          THX stumbles through the concrete superstructure, obviously in pain.
          He reaches a door, opens it, revealing an individual modual express
          tube.  Low, sleek, auto-jets whiz by at incredible speeds.  They
          appear out of the blackness, shoot past THX and disappear.

          FULL ANGLE
          THX rests in the express tube doorway.  He is seen on a TV monitor
          as faint intercom conversations are heard.  He waits, trying to
          get the courage to cross the tube as the auto-jets flash past him.

          CLOSE ANGLE
          THX takes a breath, sees his chance, races across the roadway. He
          is on the verge of unconsciousness.  An auto-jet can be heard
          approaching.  He barely makes the other side as the jet rushes
          by.  He drops into unconsciousness at the side of the roadway.

                                                                                 

36.   OBSERVATION CELL

          A control observer is monitoring the expressway.

                                      OBSERVER
                           Maintained visual contact with THX 1138
                           until 5.34.  Lost contact at express tube
                           929.  Surmised destroyed.

          The observer continues to scan he area with no results.

                                                                                 

37.   KITCHEN - THX'S QUARTERS

          The kitchen table is covered with a large pile of food.  LUH is
          operating several of the food cabinets, pushing buttons in some,
          taking food out of the others.  Some of the colored food spheres
          fall off the table, and bounce across the floor.  She picks them
          up, humming tunelessly to herself.

          CLOSE ANGLE
          She hears something in one of the other rooms, but continues
          piling up the food.

                                      LUH
                           I'm in the kitchen, come and see!

          There is no answer, and after a moment, she stops and listens.

                                      LUH
                           THX?

          She steps into the MAINROOM and sees that the front door is open.
          She is immediately frightened.

                                      LUH
                           THX, Please.....

          Very timidly, she steps over to the bedroom and looks in.

                                      LUH
                           ....answer.

          A figure steps out of the shadow in the foreground.  LUH turns
          around and sees him.  She screams and becomes hysterical.  It is
          THX, clothes torn, bleeding, and so distorted he resembles a
          wild beast.

                                      THX
                           No...no...LUH, help me....help....

          LUH faints.  THX is barely able to stand, but he goes to her.

                                      THX
                           LUH!...Help us..OMM, OMM help us.

          He pulls her into his arms and rocks her.  He is crying.

                                      THX
                           OMM forgive us for our sins.  Save
                           us.  We are one, mass is one, OMM
                           is one.  OMM Help us.....

          FULL ANGLE
          The front door opens, and two chrome policemen enter the room.

                                      POLICEMAN
                                 (voice of OMM)
                           I am here to help you. Relax. You
                           have nothing to fear.  I am here.

          The policeman pull them apart.  THX's hands are taped behind his
          back. (Fade out)

                                                                                 

      CUT IN:

38.   PRISON CHAMBER

          SILENCE

          A small black dot appears on a white background.  It is THX huddled
          in a white limbo prison chamber.  He is fresh and clean.  All of
          his cuts and sores are gone.

          CLOSE ANGLE
          THX is in a state of extreme terror.  Suddenly he flinches, shrinks
          further into a ball, and peers out into the white void.  Slowly he
          relaxes, then tenses again as he thinks he sees something.

          CLOSER ANGLE
          THX has not slept in a great while; which shows in his eyes..He
          slowly drifts into a light sleep.

          FULL ANGLE
          THX wakes with a start as he hears footsteps.  Panicked, he looks
          in all directions trying to discover where the sound is coming
          from.  The footsteps become louder, and louder.  THX rises in
          trembling horror.

          OVERHEAD ANGLE
          THX runs around in circles.  He stops short as a chrome policeman
          appears holding a long electronic pole.  THX continues to run in
          circles as two more policemen appear with poles, and surround him.
          They slowly close in on him, occasionally prodding him with the
          long poles;  which make an electronic sound, causing THX extreme
          pain.

          MED ANGLE
          The policemen close on THX until he is again a huddled, quivering
          ball.  They stand over him, prodding him every few moments, until
          he begins to weep in desperation.

          FULL ANGLE
          Momentarily the prison chamber goes blue, and the policemen
          return into the white void.  THX sits alone, cowering in fear.

                                                                                 

39.   T.V. IMAGE

          The screen is filled with a TV monitors long shot of THX in the
          white limbo prison.  He is sitting with his feet spread out in
          front of him.  We hear an off screen voice speaking quietly with
          clinical authority and disinterest.

                                      OS VOICE
                           Increase.

          The image changes instantly to an extreme long shot.  THX is merely
          a dot in the center of the screen.

                                      OS VOICE
                           No... here... hold this down.

          The image changes instantly to a close shot of THX.  He is in
          shock staring into the white limbo.  He is talking quietly to
          himself.  We cannot hear what he is saying.

                                      OS VOICE.
                           Audio...

                                      2ND VOICE
                           Audio is already on.

          THX continues to speak soundlessly.

                                      2ND VOICE
                           I can't hear him.

                                      1ST VOICE
                           Cortex bonding....possible temporary.
                           Before you report a possible equipment
                           malfunction, you check the subjects....?

                                      2ND VOICE
                           Stress category.

                                      1ST VOICE
                           Correct. (pause) Origin?

                                      2ND VOICE
                           Birth born....UMMM...Sexact.

                                      1ST VOICE
                           Violation?

          The numbers 3278-927.  333tjj appear on the bottom of the screen.

                                      2ND VOICE
                           Drug evasion with....

                                      1ST VOICE
                           triple three, triple three! easy.....

                                      2ND VOICE
                           Drug evasion with assorted perversions

                                      1ST VOICE
                           Correct.  Now secure a sinex drop
                           reading.

          We hear a low throbbing sound, but THX shows no reaction.  The word
          psynix -4675  appears on the bottom of the screen.

                                      1ST VOICE
                           A sinex drop reading of less then
                           2000 degrees with an accompanying
                           loss of greater then 350 degrees
                           since admission may indicate....?

                                      2ND VOICE
                           Permant cortex bond.

                                      1ST VOICE
                           Correct.

          THX is still talking silently to himself.

                                      1ST VOICE
                           This really isn't a very good
                           subject because with a cortex
                           bond, we're restricted to about
                           a quarter of the boards potential.
                           .....All this over here is wasted
                           on him.  See, we could run a
                           system H.....Watch.

          A pause, and then a high frequency sound is heard.  THX begins to
          twitch uncontrollably, becoming more and more violent, slamming
          up and down against the floor.  He looks terrified, but there is
          nothing he can do about it.

                                      1ST VOICE
                           Normally, there would be no
                           visual evidence of a system
                           H.  We're not even getting a
                           reading.

          The numbers on the bottom of the screen read 0000.  The sound
          changes pitch, and THX immediately huddles up in a ball.

                                      1ST VOICE
                           HUMMMM.....

                                      2ND VOICE
                           What happened?

                                      1ST VOICE
                           See if you can get a reading on
                           tactal retention.  Try to estimate
                           it without a meter reading.

          The numbers disappear from the screen, and we switch to a closer
          shot of THX.  There is a pause.

                                      1ST VOICE
                           Be careful, now.....

          THX immediately slams to the floor, paralyzed.  His face turns
          bright red, and he appears to be in extreme pain.

                                      2ND VOICE
                           UMMM..Let me see.....

          THX opens his mouth to scream, but makes no sound.

                                      1ST VOICE
                           Hurry up.

                                      2ND VOICE
                           4732...?

                                      1ST VOICE
                           Too low.

          The number 6949 appears on the screen.

                                      2ND VOICE
                           Control ON.

                                      1ST VOICE
                           No, evidently you reversed the
                           polarity on his lobal travel.
                           Secure another sinex drop.

          THX collapses into a heap, and starts to quiver.  The word psynix
          appears, but the degree rating is rapidly climbing upward,
          approaching 4000.

                                      1ST VOICE
                           4000 degrees is usually the point of....?

                                      2ND VOICE
                           Vocasity

                                      1ST VOICE
                           No, Tetanty.

          THX begins to scream soon after the numbers pass 4000.  The
          numbers keep moving steadily until they stop; oscillating
          between 7980 and 8040.

                                      1ST VOICE
                           It's very rare to see a nurl bond
                           dissolve like that.

          The numbers stabilize at 8020.  THX is contorted into a very odd
          position on the floor.  He is released, and he crumples into a
          heap..(trembling, and screaming.)

                                      1ST VOICE
                           He's back to normal now.

                                                                                 

40.   ORGANALYSIS THEATRE

          THX is strapped and clamped to an analysis table, mounted on gimbles,
          similar to an operating table.  He looks dazed, but fearful, and is
          extremely clean and well scrubbed; almost raw. His head has been
          freshly shaved.

          What we can see of the room around him is full of mechanical and
          medical apparatus - chrome and white enamel.  We are in the midst
          of an examination, although no other people are seen.

          MED ANGLE
          A mechanical arm tipped with a cotton pad is rubbed in THX's
          armpit.  It retracts, and another arm descends, injecting a
          needle into his armpit.  Simultaneously, blood samples are being
          obtained from the finger tips, and forearm.  The armpit needle
          has obtained a sample of clear limph fluid, and is retracted into
          the ceiling.

          All these movements are accompanied by the small, whirring,
          mosquito-like sound of tiny torque motors.

          CLOSE ANGLE
          The arms descend again and fasten two strips of cellophane to THX's
          biceps.  Then a clear plastic tube is inserted into one of his
          nostrils, and his mouth is sealed shut with a large black plastic
          clamp.  THX's breathing becomes very difficult and he tries to
          resist, but is powerless.  We hear the sound of a pump and a
          pink fluid is pumped through the tube and into THX.

          CLOSER ANGLE
          Tiny clamps are placed around THXÓs eyes and his eyelids are
          retracted.  Two cups on long stems of colored wires are lowered
          and placed on his eyeballs.  There is a slight pause and then
          the cups begin to vibrate.  They stop then vibrate again.

          STILL CLOSER ANGLE
          The pump stops, and THX's other nostril is sealed.  We hear the
          pump again, only this time air is sent through the tube.  THXÓs
          chest begins to distend, and keeps distending until it seems his
          lungs can hold no more.

          The pump stops, and THX exhales with one huge sigh.  The cups on
          his eyes also stop vibrating, and retract into the ceiling.  The
          pump starts up again filling his lungs with air.  This time the
          pump passes the where it stopped before, and begins to
          strain.

          Finally it stops and lets THX exhale.  The tube is retracted
          and his mouth is unclamped.  His lips are quivering.

          EXTREMELY CLOSE SHOT
          Two wires are placed deep into THX's chest, and his heart begins
          to beat very fast.  An arm with an extremely sharp stylus starts
          to scrape a strange pattern on the inside of THX's forearm.  Little
          beads of blood appear where the line was traced.  A long flat
          needle descends and penetrates THX's solar plexus.  When fully in,
          it rotates in eccentric circles for a few moments, and then retracts,
          leaving only a small drop of blood where it has been.

          CLOSE SHOT
          Another arm with a razor-sharp scalpel moves to THX's forearm and
          delicately incises an almond shaped pattern on the skin.  His
          heart, which has been beating rapidly, suddenly slows to almost
          nothing.

          The scalpel moves beneath the skin and frees the almond shaped
          section, lifting it into a small vile, and lifting it away. The
          two wires in THXÓs chest retract and his heartbeat returns to
          normal.

          MED ANGLE
          The entire process has been continually typed into a computer.
          At this point, a read out activates; which reads:  1138thx
          Diognosis-compatable.  Rate:  Excellent.  Exceptions:  Left
          kidney. (See detailed index 24-921)

                                                                                 

42.   PRISON CHAMBER

          THX lies sleeping.  The sound of footsteps wakes him, and he jumps
          up, crouching, staring into the white limbo.

          As THX stares, a figure slowly appears out of the whiteness.  It
          is LUH.  When she sees THX, she stops walking and stares at him.
          They watch one another for a long while; finally THX stands.

                                      THX
                           Are you...are you real?
                           LUH?...LUH?

          She rushes into his arms and they spin in an embrace.  They kiss.

                                      THX
                           Are you all right?

          LUH looks at him, frightened and unable to answer.

                                      THX
                           What did they do to you?

          There is a long pause.

                                      LUH
                           I'm going to have a child.

          THX is alarmed.

                                      THX
                           no...no, no.

                                      LUH
                           Oh, THX... hold me, hold me,

          THX holds her tightly, tears in his eyes.  They kiss, and LUH
          hides her head in THX's chest.

                                      THX
                           It's the end.

                                      LUH
                           I'm not afraid...I'm not
                           afraid.

                                      THX
                           It's wrong; so wrong, what
                           we've done....

          He drops to the floor, clinging to her legs.  He is crying.

                                      THX
                           I didn't want this.  How did
                           it happen?  Don't leave me...
                           stay here with me.

          She goes down to him, embracing and comforting him.

                                      LUH
                           You have to be strong.
                                  (pause)
                                 (softly)
                           You're going to have a son.

          They both sit silently.  She is rocking him in her arms.

          EXTREME LONG SHOT
          They lie huddled together in the vastness of the white limbo.

          LONG SHOT
          They kiss

          MED ANGLE
          They become passionate and begin to take off each others clothes.

          CLOSE ANGLE
          They begin to make love.

          CLOSER ANGLE
          They make love.

          The same image appears over a TV monitor.

                                      VOICE
                           Neron activity has risen to +942
                           Carbon rating +22.3.  Tri-base
                           off .732.  Contrast.....

          The image returns to the white limbo.

          THX and LUH are sleeping, cuddled next to one another.  Faint
          footsteps are heard, slowly getting louder.  LUH wakes with a
          start.  Muffled voices are heard.  LUH shakes THX awake.

          A man dressed in yellow appears with two chrome policemen. THX
          and LUH freeze in terror, still half asleep.  The robot grab
          them and pull them to their feet.

                                      MAN
                           No person held to service in
                           one section under the laws
                           thereof, escaping into another,
                           shall, in consequence of any
                           law or regulation therein, be
                           discharged from such service,
                           but shall be delivered up on
                           claim of the party to whom such
                           service may be due.

          LUH is held as THX is taken away.

                                      LUH
                                 (crying out)
                           THX!

                                      THX
                                 (screaming)
                           No!...No!...

          He is struggling as he disappears into the whiteness.

                                                                                 

43.   COURTROOM

          THX is escorted by two chrome policemen down a hallway and into
          a courtroom.  It is rather dim and small - the twenty or so
          people in the room are lit with narrow beams of light.

          THX is seated in a large, highbacked chair.  The Proctor reads
          the charge in a ritualistic, sing-song voice which is only
          occasionally understandable.

                                      PROCTOR
                           1138 prefix THX charged with
                           violation index 3278.927, appendix
                           445 to 613.  Drug evasion, malicious
                           sexual perversion, unconditional
                           response and transgression.  Justice
                           proceed.  Pontifex 606 presiding.

          The Pontifex is sitting behind a high dais, with a large portrait
          of OMM in the background.  He makes a ritualistic gesture.

                                      PROCTOR
                           Begin.

                                      PROSECUTOR
                           Mercicontrol respectfully places
                           its evidence before you.

          He places four rolls of computer tape before the Pontifex.

                                      PROSECUTOR
                           9198,5116, and 1447.  These
                           negative documents are certified
                           by A.N.-O,T.O. and registered at
                           files, tomb 34.

          The Defense, sitting in front of THX, jumps up and blurts out a
          quick sentence of partially inaudible phrases.

                                      DEFENSE
                           ....nondrug, nondrug total excuse.
                           1138 is unstable condition...not
                           responsible for acts.  Nondrug,
                           asylum....asylum.

          THX sits quietly, with his head hung low.

                                      PROSECUTOR
                           Mercicontrol respectfully submits a
                           5254, immediate destruction, on the
                           basis of an ECO TR-X 314; totally
                           incurable chemical imbalance with
                           socially deteriorating consequences.

                                      DEFENSE
                           Reject, reject.  Inefficient unwarranted
                           destruction.  Must be saved...mass is one...
                           can be productive.  Name of economics; cure
                           this soul...malignant cure.  There is a
                           heritage of good and economic efficiency....
                           net gain.

                                      PROSECUTOR
                           Insane.

                                      PONTIFEX
                           Granted.

                                      PROSECUTOR
                           Immediate destruction is the only
                           efficiency.  The crimes are of
                           secondary importance.  The issue is
                           one of genetic inferiority.  This
                           man is of womb.

          There is slight pause as a murmur goes through the courtroom.

                                      PROSECUTOR
                           He is the product of an illegal
                           sexual perversion and should have
                           been destroyed at the moment of
                           conception.  What is in question
                           here is a concept in economic
                           efficiency and procedure that has
                           allowed these erotics to exist and
                           dilute this great society.

                                      DEFENSE
                           Inane...inane...

                                      PONTIFEX
                           Rejected.

                                      PROSECUTOR
                           The services performed by these
                           erotics must be automated.  If
                           sexual perversion is to be stamped
                           out, the products of this perversion
                           must...

                                      DEFENSE
                           Reject...reject...reject... What is
                           the prosecution doing?  This is not
                           a race issue....not here.  Remember
                           sanctity of the individual regardless
                           of race.  A nonresponsible act...simple case.
                           Birthborn citizens are physically
                           compatible with clinic types and must
                           be consumed, not destroyed.  Econ equilibrium
                           status 542 through 691 apply to case.
                           Defendant used, not destroyed.  Case rest.

          He takes three computer cards and places them before the Pontifex.

                                      PROSECUTOR
                           The perversions committed by this
                           obsolete race have a definite corrosive
                           effect on our society.  If he is not
                           destroyed, his deviate characteristics
                           will be transmitted to others.  We must
                           not continue to consume these erotics.
                           We must exterminate the source of sin.
                           Economics must not dictate situations
                           which are obviously religious.

                                      PONTIFEX
                           Conclude.

                                      PROSECUTOR
                           If 1138 is consumed and not destroyed,
                           this perversion will spread.  He must
                           be destroyed.  It is the only logical,
                           efficient, and righteous verdict which
                           can be reached.

          The defense says nothing, only shakes his head in dissent.  The
          Pontifex scans the room, then gives the Proctor a nod.

                                      PROCTOR
                           Concluded.

                                      PONTIFEX
                           Proceed.

          The Proctor types the last bit of information into the computer.
          Moments later, the computer readout activates.  The Proctor
          tears off the sheet and hands it to the Pontifex.  The Pontifex
          silently reads the verdict and then stands.

                                      PONTIFEX
                                  (solemnly)
                           OMM be praised.  All are One.
                           Praise be to the masses.

          The Pontifex hands the verdict to the Proctor as two chrome
          policemen drag THX before the Pontifex.  He makes a sign over
          THX and mumbles a prayer, then looks at the Proctor, who reads
          the verdict.

                                      PROCTOR
                           1138 prefix THX stands convicted of
                           index 3278.927 appendix 445 through 613.
                           Drug evasion 321, 399, and malicious
                           sexual perversion.

          Everyone in the courtroom is unmoved and unconcerned.  THX sits
          in a trance-like shock.

                                      PROCTOR
                           ...1138-THX is pronounced invaluable.
                           The subject shall be consumed as
                           economics dictate.

          The defense gives the prosecutor a triumphant glance.  Two
          chrome policemen take THX out of the courtroom.. As he
          leaves, LUH is escorted into the room by another door.  They
          do not see one another.

                                                                                 

44.   PRISON CHAMBER

          THX is escorted through a white limbo area by a chrome policeman
          with a long electronic pole.  Shortly, they reach a group of nine
          other felons.  The area is defined by ten blue beds - each bed
          is actually a rectangular box equipped to provide all the
          necessities for human existence.  Some felons are asleep, others
          are sitting on their bed modules, and a few are grouped
          together in a discussion.

          The policeman take THX to an empty bed module and pounds his
          long pole on the floor three times.  A few of the prisoners turn
          and look.

                                      POLICEMAN
                           THX 1138.

          The policeman turns and walks into the whiteness, leaving THX
          sitting on his bed.  The other nine men are:  SEN 5241, PTO
          0340; NIN 1969; TWA 7070; DWY 1519; NCH 0066; IMM 9472; JOT
          1288; and TRG 3442.

          PTO - a withered old man - walks over to THX and puts his hand on
          THX's shoulder.

                                      PTO
                           It's all right...you're safe now.

          THX is totally depressed and completely ignores PTO, who goes
          back to his bed after a moment.  THX watches the other felons.

          NCH is doing exercises on his bed module.  IMM, a retarded woman,
          sits huddled in a trance, mumbling incoherent phrases.  Her
          clothes are torn to shreds and she is almost naked.  A thin,
          delicate-looking man is slightly removed from the group, painting
          large, red designs on the floor; he is JOT.  TRG, an imbecile, sits
          on his bed module and every few moments breaks out with a hysterical,
          ear-piercing laugh.

          As THX scans the group, he notices SEN asleep on one of the 
          modules.  THX turns in disgust and tries to sleep.

                                                                DISSOLVE TO:

45.       PTO is involved in a discussion with two of the other prisoners.
          One is NIN, a middle-aged man who is trying to organize the rest
          of the felons in an escape.  The other man in DWY - sad,
          nervous, and about the same age as NIN.

                                      PTO
                           Then why are they holding us here?
                           Why don't they destroy us right
                           away?  Economically, it's not
                           sound at all.  Very much unlike....

                                      NIN
                           I've said many times before, and
                           I guess I'll have to repeat it
                           again for your...

                                      DWY
                           They're mad...mad...

                                      PTO
                           It is incalculably more destructive
                           for you to believe you are about
                           to be destroyed then if you actually
                           were destroyed.  We've got many
                           residents on the verge of hysteria!
                           It's got to stop....your unpleasant....

                                      DWY
                           We're just waiting to die!

                                      NIN
                           Calm down!  Nothing can be accomplished
                           in an...

          Suddenly, a scream is heard, and the group turns to see NCH
          huddled over IMM.  TRG and DWY both start over to rescue IMM, but\
          TRG reaches her first.  NCH backs off a short distance, making
          huffing noises.  TRG is laughing triumphantly at DWY, who goes 
          back to his bed and sits down.  TRG takes IMM in his arms and
          tries to calm her.

                                      PTO
                           You always manage to avoid the
                           issue:  What's wrong with our
                           present condition?  We're
                           COMFORTABLE and we have plenty
                           of food...I feel absolutely no
                           threat because there is no threat.
                           Why incite trouble?  You should
                           examine your emotions.  It is
                           senseless...

                                      NIN 
                           What are you talking about?
                           When did you sleep last?  Do
                           you know what your trouble is?
                           You're blind.  You've been here
                           so long you can't see what is
                           happening.  We must unite.  We
                           need unity.  We need action.
                           (pause) We have come to a time
                           when we must....

          TWA, a rather fat man in his thirties, is pacing around the area,
          measuring the distance between the bed modules.  With no warning
          noise a policeman appears out of the whiteness, walks over to
          TRG, picks him up by the scruff of the neck and takes him away.
          TRG is laughing as he disappears into the distant white.

          THX has fallen asleep; DWY goes over and attempts to comfort
          IMM.  NIN and PTO are still engaged in their argument.

                                                                DISSOLVE TO:

46.       JOT is on his hands and knees, pushing a red, doughy lump around
          the floor.  It leaves a smeary trail behind it, and JOT has
          worked theses red smears into a baroque design.  The ball
          occasionally sticks to the floor, and JOT is having a difficult
          time with all the effort involved.

          Suddenly, someone walks into frame and stands on the design,
          close enough to JOT so that he has to stop working.  All we can 
          see are this person's feet and legs.  JOT is exasperated and
          angry.

                                      JOT
                           Please...

          There is a pause.

                                      VOICE
                           Hi, buddy.

                                      JOT
                           Look, will you please get off.
                           You're standing on my work.

          Another pause.  The person nudges JOT with his knees.

                                      VOICE
                           Hi, buddy.

          JOT sighs, resigned and disgruntled.

                                      JOT
                           Hello....

                                      VOICE
                           ......buddy?

                                      JOT
                           Buddy.

          The person gets down on one knee and puts his arm around JOT.
          squeezing him hard.  It is NCH.

                                      NCH
                           I want to learn about what you're 
                           doing, huh?  Tell me something nice
                           about what you're doing.

          JOT winces and struggles, but is caught even tighter in NCH's grasp.
          He begins to be afraid.

                                      JOT
                           .....doing?

                                      NCH
                           Yeah, what you're doing, you know.
                           The thing about you perverts is,
                           you're always running around doing
                           things.  I want to hear something
                           really nice.

                                      JOT
                           I'm doing....working....a space...
                           viable....

          NCH bends JOT's arm behind him and gives it a twist.

                                      NCH
                           Naa...that's not nice.  You know
                           that's not nice.

          He slams JOT against the floor and falls on top of him, whispering
          harshly in his ear.

                                      NCH
                           Tell me something nice.

          JOT is terrified now, and he is finding it difficult to breath.

                                      JOT
                           ......doing......

                                      NCH
                           Pervert!

          He pronounces this sweetly, with a great deal of pleasure, but also
          a certain amount of menace.  He becomes increasingly excited.

                                      NCH
                           Damn insidious malicious pervert!

          JOT barely manages a gasp:

                                      JOT
                           Help!

                                      NCH
                           Pervert.  Pervert.  Pervert.

          NCH starts tearing off JOT's clothes.

          DWY is sharpening a small spoon with loving and tender care.
          He is trying to conceal it from everyone else.  NCH and JOT can
          be seen struggling in the background and we can still hear NCH
          mumbling.

                                      NCH
                           Pervert!  Pervert!  Pervert!

          Suddenly JOT screams, and DWY looks up.  A chrome policeman appears,
          leading a well-built, intelligent-looking youth of 14.  He stops,
          strikes his pole on the ground three times and announces:

                                      POLICEMAN
                           CAM 5424.

          He turns and leaves.  CAM looks around.  Everyone is silent except
          for JOT and NCH who are still fighting.

                                                          DISSOLVE TO:
                                                                                 

47.       THX is awakened by a figure standing over him; it is SEN.

                                      SEN
                           You're real!  Where did you come 
                           from?

          There is a pause and THX doesn't answer.

                                      SEN
                           I know you turned me in.

          THX is sitting, expressionless.

                                      SEN
                           I'm doing quite well here anyway.
                                (pause)
                           What's wrong with you?...Don't be
                           like that.
                                (pause)
                           You're a stupid man!

          THX is sullen and annoyed at SEN's presence.  They sit silently
          for a long while.  Finally, SEN returns to his bed module.

          NIN and the new arrival, CAM are engaged in conversation.  NIN
          is trying to get CAM to sign a petition.  IMM is sitting slapping
          her hands on the floor.  NCH is asleep and snoring very loudly.
          DWY has been watching JOT paint chases away.  DWY
          goes over to comfort IMM.

          TWA has constructed a crude sextant, and is looking with it into
          the vast whiteness.  SEN sits on his bed counting stacks of foam
          rubber food and multi-colored capsules.  THX goes back to sleep.

                                                            DISSOLVE TO:
                                                                                 

48        PTO, TWA, and CAM are engaged in discussion.  PTO and TWA look
          the same as before, but CAM has begun to grow a stubble of hair.
          THX is sitting on his bed module not far away, listening.  He is
          also still completely bald.  JOT is working off in one corner -
          his design has begun to encircle the group of bed modules, and he
          quickly works his way off screen.

          CAM is speaking excitedly, as if he were making a series of demands.

                                      CAM
                           .....without pity!

          There is a pause, and TWA shrugs his shoulders and looks away.
          PTO rubs his head.

                                      PTO
                           But.....

                                      CAM
                           Without pity!

          He lies on his bed, as if to conclude the discussion.

          Suddenly, TWA notices something off screen and whips up the sextant
          that had been lying beside him.  He holds it out and tries to get
          a fix.  Everyone turns to see except PTO.

                                      TWA
                           Too fast!  If only I could
                           see a fixed point.

          He puts the sextant down and exchanges a disgruntled glance with
          PTO.

          A chrome policeman walks into the area and goes off screen.
          There is a pause and then the policeman returns, leading JOT          away.  JOT is silent, but turns a number of times and looks back
          as he is taken into the distance.  TWA has taken up the sextant
          again and is following them as they disappear.  NCH has woken up.

                                      PTO
                           Umm.....

          He waves, trying to catch CAM's attention.

                                      PTO
                           ....my friend?
                           Your point of view....

          CAM is still looking out after JOT and PTO finally leans forward
          and tugs his sleeve.  He turns to PTO.

                                      PTO
                                (remembering CAM's name)
                           Yes, CAM.  That's it....Your point
                           is well taken...CAM, but it lacks
                           the balance that a broader and a deeper
                           range of experience can lend it.  When
                           I first arrived here, I saw things as
                           you do now.  I was confused and anxious
                           about my predicament.  I longed to thrash
                           out, to tear down, to destroy and annihilate;
                           to ravage, wreak havoc, and plunder.  Being
                           basically level-headed, however, I realized
                           that my first goal should be to study this
                           place, where what seemed blind circumstance
                           had placed me.  To follow the train of
                           events and the ever-changing display of 
                           characters that I saw before me - of which
                           I am of course a part - and to try to discern
                           a pattern within the confusion.

          TWA puts down his sextant and listens, although it seems he has
          heard this speech many times before.  CAM is gradually fascinated
          by the old man - more by his air if calm assurance and the rhythm
          of his language than by anything he is actually saying.

          In the background, THX has begun to shave his head.  DWY goes over
          and tries to help but THX turns him away.

          NCH has moved over to the sleeping IMM and, without waking her,
          removes her last piece of clothing and lays her down on the floor.
          He quietly lies down beside her and starts moving rhythmically.

                                      PTO (Cont'd)
                           I set forth on a program of study which
                           continues up to this very day and which has
                           afforded me a  few glimpses - if not actual
                           insights - into the nature of the world
                           around us.  I never regretted my youthful
                           passion - quite the contrary, it provided
                           me with the original spark which has
                           since settled down to a comforting and
                           enduring glow.  But I would caution you
                           that spark - if uncontrolled - may
                           leap into flames of senseless and disastrous
                           action and consume what you are endeavoring
                           to conserve.

          He has addressed this last bit of advice to NIN as well as CAM.

                                      PTO (Cont'd)
                           Listen to the mumblings of an old
                           man and bank those flames with earnest
                           inquiry and honest observation.

          NIN suddenly breaks in.

                                      NIN
                           Mumblings is right!

          He turns to CAM.

                                      NIN (Cont'd)
                           Do you know how many times we've
                           had to listen to that speech?

          He jumps up, excited and at a loss for words.

                                      NIN (Cont'd)
                           Do you know how many times?  ....We've
                           had to listen to that speech?  He
                           thinks everyone's as stupid as he is.
                                (turning to PTO)
                           You know what you are?  You make me
                           sick.  If we all thought like you
                           they could come in here and...and...
                           do whatever they wanted!

          PTO smiles and shakes his head.  NIN stomps off in a rage, turning
          and yelling at PTO.

                                      NIN
                           Sooner or later, you'll be taken
                           away and destroyed just like the
                           others.

          He sits down on his bed and sulks.  PTO continues with his speech,
          completely ignoring NIN's interruption.

                                      PTO
                           In the years to come you will be
                           grateful for what may now seem like
                           senseless sacrifices.  With a passion
                           such as yours, I don't think it would
                           be foolish to say that you might see
                           further and deeper than any of us, right to
                           the heart of Truth herself!

          PTO emphasizes his point by placing his hand on CAM's knee..

          There is a loud screech, and everybody turns to see IMM sitting
          on the floor howling like a two-year old.  NCH, who had been lying
          beside her, is slightly embarrassed and tries to cover this up
          with bluster.  He gives IMM a shove and struts over to his bed;
          he begins his exercises.  DWY gets up from his bed and goes over
          to comfort IMM>

                                                          DISSOLVE TO:
                                                                                 

49.       IMM, still completely naked, walks out into the whiteness accompanied
          by a chrome policeman.

          The prison chamber momentarily goes blue, and food trays appear
          at the base of the bed modules.  The men go to their food and
          begin to eat.  SEN goes over to TWA, and DWY goes over and sits
          next to THX.  THX is not eating his food.

                                      DWY
                           You're frightened.  You're frightened
                           that at any moment you'll be taken away.
                           I know, I've felt that way.  I couldn't
                           eat.  I still have trouble.  It goes
                           right through, all the time.  I know
                           all right, but I'm better now.  I can
                           more or less regulate it.
                                (pause)
                           I don't think you can understand.
                           .....Terrible, terrible, terrible....
                           I've been thinking about you.

          DWY waits for a reaction, but THX continues to pick at his food,
          paying no attention to him.

                                      DWY (Cont'd)
                           You seem alone.  I know.  I've felt
                           that way.  At work...they told me I
                           was a first class transport regulator.
                           Yes, a tram pilot.  What do you think?
                           Between level 3472 and level 3500,
                           module center 55 - the big one.  A
                           toilet: it's a toilet.  Still, bad air
                           is better than no air.  And the time-
                           tables.  Shall I tell you?

          TWA has given SEN part of his meal, and SEN returns to his bed
          with it.  DWY watches him as he passes them, then turns back to THX.

                                      DWY (Cont'd)
                           What?
                                (referring to SEN)
                           He's not very friendly, is he?  He
                           said you were roommates.  Was he
                           always so...strange?  All he does is
                           save his food.  He eats a little....
                           very little.  He may die.
                                (pause)
                           Of course, he may change.  Things do
                           change.  I'm the same...
                                (DWY offers THX some
                                 of his food)
                           Have my plycron...what do you want
                           me to say?
                                (He sits, watching THX eat)
                           Could we be friends?
                                (whispering)
                           We could leave together.  I have a
                           plan.  See this?
                                (He takes a spoon out of
                                 his shoe)
                           I'm making it sharp.  We'll dig..

          A chrome policeman arrives with another felon and DWY hastily
          hides the spoon in his pants.  He seems to feel that THX had
          something to do with the appearance of the policeman and he watches
          THX suspiciously.

                                      POLICEMAN
                           OUE 6662.

          The policeman leaves OUE standing with a totally blank expression
          on his face, saliva dribbing from his mouth.  He is in a deep
          catatonic trance.  THX lies on his bed and turns his back to DWY.

                                      DWY
                           I should have known...You're with
                           them.  You want....

          DWY gets up and goes over to OUE, who is still standing where the
          policeman left him.  He sits him on a bed and begins to talk to
          him.  Most of the other felons are asleep.

                                                           DISSOLVE TO:
                                                                                 

50.       THX is sitting on his bed, looking as if he just awoke from a
          deep sleep.  PTO and CAM are in the middle of a history lesson
          and CAM is reciting from memory with a certain amount of difficulty.
          His hair is now moderately long.

                                      CAM
                           Then SLE and RNH, who came between
                           PRT and MNH, but not before ALF, FRG,
                           and MLK.  ALF, FRG, and MLK went
                           before SAM, RNG, NUR, and KLM.  Then
                           RRG, STK, OUN, and FLT.  And after
                           them came....came....

                                      PTO
                           Four quick felons prepare the bed 
                           modules to be cleaned.

          CAM is perplexed by what PTO has just said.

                                      CAM
                           Huh?

          PTO repeats, emphasizing each word carefully and separately.

                                      PTO
                           Four quick felons prepare the bed
                           modules to be cleaned.  Four: F;
                           Quick: Q; Felons: F.....

          He looks delightedly at CAM, who repeats the sentence to himself.

                                      CAM
                           Four....quick....felons prepare.
                                (understanding)
                           FRK, QUM, FLN, PSK, and TEL;
                           BGL, MLT, TRN, BRK, and CLS.

          THX looks up and watches NIN, who has begun to stride around.

                                      PTO
                           Yes, fine!  You see, history is
                           not only important, it can be fun as
                           well.

          NIN suddenly bursts in.

                                      NIN
                           I can't believe it!
                                (mocking)
                           MRK CRK TRK SRK BRK.....
                           What do you think happened to
                           MRK and CRK and TRK?  Where
                           are they now?  I'll tell you
                           where....no where.

          NCH wakes up.

                                      NIN (Cont'd)
                           You know what I want?  Ideas....
                           One idea,  One idea could get 
                           us out of here if it was the right 
                           idea.  You know what I mean?
                           Not a bunch of facts.  Who even
                           knows if they're facts?  He probably
                           makes them up in his sleep.  The
                           time has come to act.

          THX gets up and starts to wander aimlessly about.  No one notices him.

                                      NIN (Cont'd)
                           We've just got to be sure it's the
                           right idea.  But we'll find it.  We'll
                           know it when we see it.  I'll know it
                           when I see it.  Clear and straight 
                           forward and plain as the nose on your
                           face.

          NCH walks over and punches NIN in the face.  NIN falls down,
          holding his nose in pain.  NCH returns to his bed module and
          uses the toilet.

          THX is slowly moving further away from the group.

                                      PTO
                                (to CAM)
                           Of course it is true that no one 
                           has ever returned once they were
                           taken away, history tells us that,
                           but it is idle to speculate about
                           the reasons why and absurd to torture
                           oneself over an idle speculation as
                           NIN is doing.  NIN has in fact destroyed
                           himself many times over with worry.
                           LOO 3122, who has taken away not long
                           before you arrived, believed that he was
                           going to a wonderful place where he would
                           be happy, and in so believing he created
                           a veritable paradise for himself right
                           here.  Unfortunately, not all of us
                           can have the positive conviction of LOO,
                           but thankfully not all of us are burdened
                           with the ominous forebodings of NIN.  I
                           myself have found that concentrating...

          PTO stops speaking as a chrome policeman appears out of the white.

          The policeman walks past THX, who has wandered quite a distance
          away, and heads for the group.  He stops at NCH's bed module and
          takes NCH by the arm.

          NCH suddenly gives the policeman a crumpling blow and knocks him
          to the floor.  He then jumps gleefully on his head, partially caving
          it in.  When he finishes, he returns to his bed and watches the
          immobile body.  Another policeman appears almost instantly and takes
          NCH by the arm, leading him quietly away.  NCH grins triumphantly
          as he passes THX.

                                      NIN
                           That's what I mean by the wrong
                           idea.

          PTO and CAM resume the discussion, unconcerned by the presence
          of the policeman's body.  THX listens for a while.

                                      PTO
                           I am not going to try to prove the
                           usefulness of history, it is genuinely
                           too obvious to need proof.  We see before us
                           innumerable scenes, like what we just
                           witnessed, that succeed each other in
                           endless repetition.  Where we see the
                           same faults followed regularly by the same
                           misfortunes, we may reasonably....

          He pauses and points at CAM's long head of hair.

                                      PTO (Cont'd)
                           Don't you think you could do something
                           about that?  It's very distracting.

          CAM is a little embarrassed and runs his hand through his hair.

                                      PTO (Cont'd)
                           ...we may reasonably think that if
                           we could have known the first we could
                           have avoided the second.  The past should
                           enlighten us on the future, knowledge of
                           history is no more than an anticipated
                           experience.

          SEN, with great effort, has dragged the body of the policeman out
          to the edge of the beds and left it there.

          THX has ventured further and further away from the group.  The
          voices have been becoming less and less audible until we hear only
          fragments:

                                      NIN
                                (shouting)
                           You're wrong!  They're going
                           to destroy him!

          And then we hear nothing at all.

          A chrome policeman enters the group of beds from the opposite side
          and takes the body of the first policeman away.

          THX is puzzled that there is no device stopping him from going
          further.  He becomes increasingly frightened but decides to continue.
          The group of beds is only a small dot in the distance.

                                                               DISSOLVE TO:
                                                                                 

51.       NIN and TWA are standing looking off into the distance.

                                      NIN
                           I can just barely see him.  I think
                           he's leaving.

                                      TWA
                           Impossible!

          PTO comes over and peers into the whiteness.

                                      PTO
                           I don't see anything.

          DWY and CAM join the gathering at the edge of the group of beds.

                                      PTO
                           I can't see him at all.  He's been
                           destroyed.

                                      TWA
                           No, look!  Three degrees from the
                           central azimuth.

                                      NIN
                           He's free!  Can't you see:
                           he's free!

                                      CAM
                           I can see him.  He's coming back.

                                      PTO
                           Where?  Oh...there he is.  He must
                           have been stopped.
                                (to NIN, sarcastically)
                           Don't you think?

                                      DWY
                           He was stopped.  He was stopped.
                           Now what are we going to do?

                                      NIN
                           He's coming back for the rest of
                           us.  He can't make it alone.

                                      TWA
                           I wonder how far he went.  He's
                           gathered invaluable information out
                           there.

                                      PTO
                           The reckless fool.  I'm not
                           responsible.

          THX approaches the group.

                                      NIN
                           What happened?

                                      DWY
                           What stopped you?

                                      TWA
                           How far did you go?  Was it cold?

                                      PTO
                           You have nothing to fear.  You're safe
                           again.

          THX walks past the group, ignoring them, and lies down on his bed.
          They all start for him.

                                      NIN
                           Wait!  I'll talk to him.

                                      TWA
                           Ask him about the air.  He looks
                           out of breath.

          NIN goes over and sits on the edge of THX's bed.  THX does not
          acknowledge his presence.  The other felons return to their beds.

                                      NIN
                           Can you speak?  Can you hear me?

          THX lies quietly, trying to sleep.

                                      NIN (Cont'd)
                           I want to help you.  You can
                           help us.  Here, take a biscuit.

          THX gives him an annoyed look.

                                      NIN (Cont'd)
                           You understand me, can you speak?

          DWY comes up to the bed.

                                      DWY
                           I think he's deficient.

                                      NIN
                           I don't think so.  Why don't you
                           go find something else to do?

                                      DWY
                           Then why doesn't he speak?  Can't
                           he hear?  I don't think he knows.

          Loud yelling is heard and DWY and NIN turn to see SEN and CAM
          struggling on the floor.  They roll against OUE's bed, knocking
          him on the floor, where he lies motionless.  TWA pulls CAM away
          and SEN scrambles back to his bed.

                                      CAM
                           He took my food.  He stole it.

                                      TWA
                           Now, now.

          DWY goes over and lifts OUE back onto his bed.  NIN turns back
          to THX.

                                      SEN
                                 (yelling at CAM)
                           I thought you were through with
                           it!

                                      NIN
                           We cannot stay here and allow ourselves
                           to be destroyed.  You can work with us.
                           An organized plan of escape must be
                           devised first.  Could you see anything?
                                (pause)
                           You want to leave.  You're not like
                           them.  You must have left something,
                           or someone.

          THX winces at the question.

                                      NIN (Cont'd)
                           A plan.....an organization.  I will
                           see to it that we all get out of here
                           safely.  As soon as you give us a
                           detailed description of the barrier,
                           we can begin.  Information is the key.
                           We must concentrate on gaining information.
                           You're with us, I know.  I have a contract..

          He takes a piece of paper out of his shirt.  THX lies silently,
          apparently asleep.

                                      NIN (Cont'd)
                           All it says is: you're with us.
                           We can only make it together.  We
                           must convince the others.
                                (pause)
                           Well, later, then.

          NIN leaves.  THX opens his eyes and ponders the incident.

                                                                DISSOLVE TO:
                                                                                 

52.       SEN is busy cleaning his bed area.  CAM is helping TWA build a 
          crude telescope on the edge of the bed area.  DWY is sharpening
          his spoon.  THX is sitting on his bed with his head in his hands..
          NIN and PTO are involved in discussion.  PTO's mind is wandering
          as he trys to follow NIN's train of thought.

                                      NIN
                           Without most of us realizing it, a
                           "new alignment" has been formed...
                           and it is an exciting, healthy development..
                           this alignment is already a new majority;
                           it will effect the future of us all for
                           generations to come.  We need a new unity,
                           but not a unity which discourages dissent.
                           We Need dissent.

          He touches PTO to emphasize the point.  There is a pause.

                                      NIN (Cont'd)
                           But we need a creative dissent.  Our
                           voices are not joined in any harmonious
                           chorus, but the differences are differences
                           of emphasis, not of fundamentals.  Now, the
                           new alignment's greatest need is to
                           communicate with all its elements,
                           rather than march along in parallel
                           line that never converge.  Tomorrow
                           as we focus the new movement more
                           clearly, we will gain a new unity.

                                      PTO
                           What?

          A policeman appears out of the white with a three foot high, hunch
          backed, long-haired freak.  The policeman pounds his staff three
          times.  All the felons are dumb-founded at the sight of the freak.

                                      POLICEMAN
                           A nondescript: 364-1399284

          The policeman exits; the freak stands helpless and frightened.

                                      SEN
                           What is it?

                                      NIN
                           Good Lord!

                                      PTO
                                (proud of his knowledge)
                           A shelldweller.  They live in the
                           outer shell of the city.  Quite unique,
                           there have been two here before.  They
                           smell.

                                      TWA
                           Interesting....

          TWA cautiously goes over to it to get a closer look.  When he gets 
          close enough he pokes it.  The freak lets out a shrill screech and
          hobbles as fast as it can away from TWA.  It jumps up and lands on
          DWY's lap.  DWY is paralyzed with fear as the freak clutches to
          him with all his strength.

          The freak looks at DWY with sad, helpless eyes.  DWY comes out of
          his shock and throws the freak onto the floor.

                                      DWY
                           Get....get away, get, get, get,
                           get away....

          The freak hobbles off to an empty bed and huddles in a ball at its
          base, quaking with fear.  TWA starts for it again.

                                      CAM
                           Leave it....for a while.

          CAM and TWA go back to the telescope.  NIN and PTO return to
          their conversation.  THX lies quietly on his bed.  SEN continues
          to clean his area.  DWY sits on his bed.  He is crying.

                                                                 DISSOLVE TO:
                                                                                 


53.       CAM is at the telescope, aiming it into the whiteness, in an
          apparently futile search for some concrete object.  TWA is at
          his side.

                                      TWA
                           There!

          TWA points and CAM moves the telescope in that direction.

                                      CAM
                           No, nothing.

          TWA points again.

                                      TWA
                           There!

                                      CAM
                           Nothing.

          THX is also standing at the edge of the limbo, not far sway, staring
          out at nothing.  TWA and CAM conclude their search after a few more 
          fruitless attempts at sighting something.

          NIN and PTO are having another discussion.

                                      NIN
                           I think that a leader must, whenever
                           he possibly can, make the decision for more
                           knowledge rather than less, but he must
                           also have the wisdom to limit freedom so
                           as to insure freedom.  That is what will
                           keep us strong and give us direction.

          TWA and CAM come over and sit down.

                                      PTO
                           Well?

                                      TWA
                           Out of a random selection of 150 locations
                           with 150 possible sightings, there were
                           146 absolute negatives and four conditionals,
                           most of which occurred in the early
                           familiarization stages of the experiment
                           and can be largely discounted.

                                      PTO
                           Not very encouraging.

                                      TWA
                           On the contrary!  It absolutely
                           proves what I have always felt.  We
                           are located in an apparently uniform space
                           with no visible limits.  We are just now
                           beginning to push back the clouds of 
                           ignorance and perceive the truth.  We must
                           continue the search.

                                      NIN
                           I have always tended to believe that
                           this kind of knowledge is all well and
                           good in its place, but anything can be
                           taken too far, and when you've got every-
                           one looking off into telescopes and not
                           tending to business right here, then, I
                           believe, we have gone too far.

          THX has noticed a policeman approaching the group.  He turns and
          goes back to his bed module.

                                      TWA
                           The sighting of a fixed point beyond
                           our confines is fundamental to all
                           other problems and issues.  It would
                           instantly determine whether we are,
                           whether this world is, in fact, moving
                           or standing still.

          The policeman enters the area and walks over to DWY, who has
          been sitting quietly on his bed.  TWA leans over and whispers to
          CAM, and as the policeman leads DWY quietly away, they return to
          the telescope.

                                      NIN
                           I have been thinking seriously recently
                           about the role we are expected to play
                           as individuals and as a unit within the
                           broader outlines of society.

          He addresses himself to the whole group.

                                      NIN (Cont'd)
                           Each of us, of course, feels very
                           strongly as an individual, but I
                           think we could all agree that there
                           is something here that binds us all
                           together.  In this way, we are a whole
                           made up of different parts.  But in the
                           way that each of us relates to all
                           of us together, all of us together are
                           but a part of society as a whole.

          No one is really listening to him.

                                      NIN (Cont'd)
                           Now I come to my point: each one of us
                           can be in unity with the rest only if there
                           is a leader who can the unifying.  When
                           Posterity judges our actions here it will
                           perhaps see us not as unwilling prisoners,
                           but as men who, when faced with the choice,
                           preferred, for whatever reason, to remain
                           as non-contributing individuals on the
                           fringe of society.  We must not let this
                           happen, gentlemen.  The choice is there, make
                           no mistake about it!

          NIN looks around, trying to elicit a response.

                                      NIN (Cont'd)
                           We must first choose a leader to unite
                           us together, and then venture out and
                           return once more as contributing and
                           vital members of the greater organism of
                           society.

          NIN's speech has been increasingly passionate, and ends on a note
          of triumphant exhortation.  The freak begins to cry; everyone else
          is silent.

          TWA, who has not been listening to the speech, is still sighting
          through the telescope.

                                      TWA
                           Aha!

                                                            DISSOLVE TO:
                                                                                 

54.       CAM is shaving his head while PTO is giving him a history lesson.
          The Freak is crouched in the background.

                                      PTO
                           ......because of the great pressure 
                           and bad air, they never attain a height
                           greater than four feet although some of
                           them are ferocious fighters and show
                           great courage and skill.  Whether they
                           are descendants of those who lost them-
                           selves in the superstructure, or whether
                           they are actually a separate race, no one
                           can tell.  They depend on their strange
                           appearance and peculiar smell to fend
                           off any intruders, and they make the
                           city shell a most unpleasant place in
                           which to be lost.  The authorities
                           tolerate a moderate amount of them at
                           any one time, but they must be kept
                           under control with occasional sweep
                           campaigns, which is probably where
                           this one came from.

                                      CAM
                                (repeating the lesson)
                           Because of the great pressure and bad
                           air, they never attain...

          TWA, who has been busy making calculations, suddenly bursts in:

                                      TWA
                           I've got it!  Astounding!

                                      PTO
                           What?

                                      TWA
                           No one could have imagined anything
                           one-thousandth as fantastic as the
                           sober facts uncovered by patient
                           inquiry.  This world is in a state of
                           static-mobility:  we are at the same 
                           time moving and standing still.

                                      NIN
                           That's the most ridiculous thing I've
                           ever heard.

                                      TWA
                           It may seem ridiculous to the untrained
                           mind, but if you were able to interpret
                           the calculations you would see that an
                           apparent paradox is actually a perfect
                           and elegant system in concept and design.

          A policeman approaches the group.

                                      TWA (Cont'd)
                           However, for myself there is a great
                           deal more that I would like to know.
                           Why is this world as it is and not
                           something else.  Why is this world here
                           at all.  It is true that at present I
                           have no clue to the answers to questions
                           such as these, but....

          The policeman enters the group and walks over to CAM, leads him
          away without a word.

                                      NIN
                                (to PTO)
                           There goes another of your disciples.

                                      PTO
                           It seems I am destined to endure many
                           frustrations....but at the same time
                           I am secure in the knowledge that the
                           thrust of my studies has been in the 
                           right direction, and that even if it remains
                           incomplete, my search has not been in vain.

          PTO watches CAM being led off by the policeman.

                                      PTO
                           Our life is brief and powerless.  On all
                           of us, the slow, sure doom falls pitiless
                           and dark.  Blind to good and evil, reckless
                           of destruction, omnipotent authority rolls
                           on its relentless way.  Condemned today
                           to lose our friends, tomorrow ourselves
                           to pass through the gate of darkness, it
                           remains only for us to cherish, before the
                           blow falls, the lofty thoughts that ennoble
                           this little day; disdaining the coward 
                           terrors of the slave of fate, to worship at
                           the shrine that our own hands have built;
                           undismayed by the empire of chance, to
                           preserve a mind free from the wanton
                           tyranny that rules our outward life;
                           proudly defiant of the irresistible forces
                           that tolerate, for a moment, out knowledge
                           and our condemnation, to sustain alone,
                           weary but unyielding, the world that our
                           own ideals have fashioned despite the
                           trampling march of unconscious power.

          THX looks into the void.  There are tears in his eyes.

                                                                DISSOLVE TO:
                                                                                 


55.       The blue meal buzzer goes off and the men eat.  DWY tries without
          any results to get OUE to eat something.  The Freak is very pro-
          tective of his food, and is very sloppy when he eats.  SEN eats
          only a small portion of his food, and puts the rest in his bed
          module.  He then goes over and sits with THX.

                                      SEN
                           What is the Freak doing?  He chews,
                           but he doesn't seem to eat.  The longer it
                           stays, the greater the mess.  Nobody lifts
                           a finger.  Isn't anybody going to get rid
                           of the damn thing?
                                (pause)
                           All of its leavings are piling up.

          THX is eating, unconcerned with SEN's problems.

                                      SEN (Cont'd)
                           I can't do a good job.  As soon as I
                           get things cleaned up....it's hopeless,
                           a hopeless task.
                                (pointing to the others)
                           I'm going to tell them I've had it.
                           They don't know any better.  Countless
                           diversions.  Deciding where we are.
                           Arguing about leaving.  Trying to
                           determine the future.  Ridiculous.
                           What about keeping things livable here?
                           Now?
                                (pause)
                           I can't hide anything.  I can't put any-
                           thing aside.  Nothing can be saved,
                           nothing....can be hidden.  They're beginning
                           to go into my corner and look for things.
                           Their things.  They're my things.....
                           They're going to take it all.  I know
                           what they're planning.  After all my saving,
                           Starving...there must be something else.
                           Don't you agree?  You're calculating...

          SEN is stopped by the banging of a policeman's staff.

                                      POLICEMAN
                           LUH 9998

          THX is startled by the felon's prefix.

                                      THX
                                (quietly, almost involuntarily)
                           LUH! .......

          He turns to see an older, quiet-looking man.  The policeman leaves
          and THX slumps in depression.

                                      SEN
                                (casually interested)
                           What happened to her?  Do you
                           know where she is?  Why isn't
                           she here...
                                (pause)
                           What are you thinking?

          THX is obviously thinking about something important.  He seems 
          to have made a decision.

          NIN is sitting with OUE, trying o get him to sign his petition.

                                      THX
                           I'm leaving.

                                      SEN
                           What?

          THX turns to SEN with a very determined look.

                                      THX
                           I'm leaving.

                                      SEN
                           When?.....How?

                                      THX
                           Right now.

                                      SEN
                           But you can't...you.

          THX starts to walk out of the area and into the whiteness.

                                      SEN
                           Wait, I'm coming too.

          SEN runs over to his bed and starts stuffing surplus food into
          his shirt.  NIN comes over to him, pointing out at THX.

                                      NIN
                                (agitated)
                           What's going on....what are you
                           doing?

                                      SEN
                           We're leaving.

                                      NIN
                           What?

                                      SEN
                           We're leaving.

                                      NIN
                           Who?  Who's leaving?

                                      SEN
                           THX and me.

                                      NIN
                           But you can't.  We must escape.
                           The new alignment.  The plan.
                           The organization.

          SEN's shirt is bulging with food.  He has wrapped more food up
          in a piece of cloth.  As he starts to go after THX, NIN grabs his
          arm and tries to restrain him.

                                      NIN
                           Wait....sit down, let's talk
                           about it.  You can't just do this
                           on your own.  We must present a
                           united front...gather more pertinent
                           information... plans have to be made.

          SEN breaks away from him, and some of the food spills out of his
          shirt, bouncing across the floor.  He runs after THX.

                                      NIN
                           Think of the new alignment.  What
                           are you doing?
                                (yelling)
                           You can't do this!

          PTO, TWA, and LUH join NIN on the edge of the white limbo.  They
          watch SEN and THX walking off.

                                      NIN
                           We must escape.  We have plans.  We
                           can leave.  We must wait until...

                                      TWA
                           Incredible!

          NIN's yelling fades as SEN and THX venture further from the group 
          of modules.  Eventually, the beds disappear completely.  THX and
          SEN are alone in the white.

                                                                                 


56.   WHITE LIMBO 

          EXTREME LONG SHOT
          THX walks briskly through the white.  SEN follows a short
          distance behind, occasionally dropping a cube of food.

          LONG SHOT
          THX and SEN are sitting, resting in the vast void.  SEN
          is eating.  THX is thinking.

          MED SHOT
          They are walking.  SEN seems to be having a difficult time.

                                      SEN
                           The air is getting thinner.
                                (pause)
                           Or the pressure is getting 
                           greater.  It's the pressure.
                           How do you feel?

          THX is not listening to SEN

                                      SEN (Cont'd)
                           My ears feel funny....are you sure 
                           this is the right direction?

          They walk until SEN drops on the floor, out of breath.

                                      SEN
                           It's the air.  It's closing in.
                           I can't stand it any longer.  There's
                           no room.  No air.

          THX goes over to him.

                                      THX
                           I haven't got time.  You can stay
                           here if you like.

          THX starts off into the white.

                                      SEN
                           No!

          SEN gets up and follows after THX.

                                      SEN
                           It shouldn't be this far.

          They walk on.  Suddenly THX stops short.

                                      SEN
                           What?

                                      THX 
                           Look!

          He points to a black dot in the distance.

                                      SEN
                           Oh No!

          They stand for a moment, watching the dot.

                                      THX
                           It doesn't seem to be moving.

          They start walking in the direction of the dot.

                                      SEN
                           Look, he's waving...It's a
                           man.  He's waving.

          Soon, they are close enough to see the man is a negro mannequin,
          SRT 5555.  He begins to walk toward THX and SEN.  They are
          frightened, and stop walking.  SRT approaches them.

                                      SRT
                           Hello...hello.  Where did you come from?

          Both THX and SEN are speechless.

                                      SRT
                           Well, it doesn't make any difference,
                           I guess.

          He notices SEN's food.

                                      SRT
                           What's that?  Food?  Good,
                           I'm starving.  Do you mind?

          He takes a piece of food from SEN's shirt.  SEN is frozen with
          fear.  SRT begins to eat.

                                      THX
                           What are you doing here?

                                      SRT
                           I was lost.

                                      THX
                           ...and you're not lost now?

                                      SRT
                                   (mouth full)
                           No, I...

                                      SEN
                           You know the way out?!

                                      SRT
                                    (chewing)
                           Um hmm...

                                      THX
                           Which way?

                                      SRT
                                  (swallowing)
                           That way.

          He points in the direction from which THX and SRT have just come.

                                      SEN
                           That's where we were.

                                      SRT
                           Maybe you were traveling in
                           circles.  That's the way out.

                                      THX
                           How do you know?

                                      SRT
                           Look more closely.

          Out of the whiteness a row of faint beacons flash.  The men
          start off in that direction.

          As the beacons become more distinct, the men break into a trot,
          then into a run.  SEN trips and falls, sending food bouncing in
          all directions.

                                      SEN
                           Wait, help.

          SRT stops to help him up.  THX waits until they catch up.  The
          three of them run out of the white limbo into a dark side area.
          They stop to catch their breath.

                                      SEN
                           There was nothing there.

          SRT looks at THX and smiles.  They walk along the edge of the white
          until they reach a door.

                                      SRT
                           It could lead anywhere...

          THX puts his ear to the door.  He hears nothing.

                                      SEN
                           No...Let's not...

          SRT opens the door, revealing an extremely crowded hallway.  The
          roar is deafening.

                                                                                 

57.   CITY MAINWAY

          The men stand looking into the river of people.  THX points to a
          red door on the opposite side.

                                      THX
                                    (shouting)
                           Let's head for that door.

          The three men are engulfed by the moving people.  Fearful of
          being noticed, they are tense as TV cameras scan the crowd.

          They struggle to fight the swift current.  SEN begins to panic
          as he becomes separated from THX and SRT.  The shuffle of feet
          is so loud that SEN's crys are not heard.

          THX sees SEN drifting further and further away, but he is
          helpless to do anything.  THX yells at SRT who is directly 
          ahead of him in the stream of people.

                                      THX
                           We've lost SEN!

                                      SRT
                           What?

                                      THX
                           Lost SEN!  He'll never find us.

                                      SRT
                           Too late....stay close.

          THX and SRT make it to the opposite side of the hallway.  They move
          along the wall until they reach the door which reads:  "Reproduction
          Center 35 No Entrance"  SEN helplessly disappears in the distance.
          He screams, but cannot be heard as he floats through the hallways.
          THX and SRT enter the reproduction center.

                                                                                 

58.   CONTROL CENTER

          A row of observers sit at their monitors, as a control officer,
          ELC 3433 (dressed in yellow), enters the room.  He walks over to
          one of the observers and is handed a stack of report tapes.  He
          take the reports to his desk and begins to listen to them.  The
          control center seems relatively calm.

                                                                                 

59.   REPRODUCTION CENTER

          SRT and THX are sitting in a large room illuminated by blue lights
          and filled with large jars.  The jars contain human embryos.

                                      SRT
                           ...it doesn't matter.  The
                           rest of it just didn't happen.

                                      THX
                           What are you talking about.
                           How do you know?  I need her!
                                   (to himself)
                           I need her.  She needs me.  I've
                           got to get to her.

                                      SRT
                           Maternity ward, huhh!

                                      THX
                           We'll never make it through that
                           mainway...I wonder what happened 
                           to SEN.
                                     (pause)
                           I'm crazy!  This whole thing is
                           crazy...What am I doing?  My
                           mind is full of so many things
                           I can't think of anything,
                           anymore.
                               (annoyed, to SRT)
                           Who are you?

                                      SRT
                           Who?  Me?...I don't know.

                                      THX
                           What kind of answer is that?

                                      SRT
                           I don't know.

                                      THX (very fast)
                           You have to!....I'm 1138 THX
                           Magnum manipulator 347 cell 94107
                           Precinct 3 Residence:  Level 6421
                           Complex 12 Ramp 5.  Roommate
                           3417 LU...H.

                                      SRT
                           Oh, That!  I'm 5555 SRT Entron..

                                      THX
                                     (angry)
                           I don't care.
          SRT gets up and looks around the embryo room.  He takes one of the
          jars and removes it from the shelf.

                                      THX
                           It's all her fault!...She
                           put orinase in my sedation.

          SRT looks at THX and puts the jar back in its niche.

                                      THX
                           How can I love her?

          SRT goes over to a control panel and begins to inspect it.  He
          discovers a maintenance entrance to the computer.  A small sign
          on the door reads"  "Reproduction control computer maintenance.
          No entrance.  Use no electrodevices beyond this point."

                                      SRT
                           Look!

          THX goes over to the computer.  SRT pulls the door open.

                                      THX
                           No!

          An alarm goes off, and a recorded voice is heard.

                                      VOICE
                           You are engaged in an unauthorized
                           procedure.  Check cybernetic manual
                           F-45.  If you do no have an F-45,
                           you are in violation.  This is a
                           double A restricted precinct.  Remain
                           where you are.  Authorities will
                           arrive shortly.

                                      THX
                           You should know better than that!

          THX looks up at a TV camera.  The two felons are seen on a TV monitor.

                                                                                 

60.   CATHEDRAL

          The Cathedral is a vast, dark, and empty hall.  Dimly perceivable
          are strange-looking cameras on large dollies; cables are strewn 
          across the floor.  At one end is the portrait of OMM and the
          huge figure eight.

          A door open slowly at the far end of the hall and lets in a
          shaft of light.  The air is filled with dust.

          SEN enters through the door, marked  "SAG - 68Y Personnel only."
          His bag of food hangs limply and he is exhausted.  Slowly and
          cautiously he moves down the rows of strange shadowy devices.
          From the dark background there is occasionally a glint of
          polished metal or glass.  Amber safety lights are spaced evenly
          along the unseen walls.  Every sound he makes echoes throughout
          the empty space.

          He stands for a long while in front of the portrait of OMM.  In
          the background, only dimly seen, are huge cards reading: "Before
          OMM was OMM, After OMM will be OMM, Within OMM" etc.. He tosses
          the bag of food on the floor; one red sphere rolls out and comes
          to a stop.  He looks at it and smiles wryly.

                                      SEN
                           They took everything...and then
                           they were going to take my food.

          He says this as a matter of fact, not trying to excuse anything.

                                      SEN (cont.)
                           My food....I was afraid and I
                           ran away.

          The portrait of OMM looks down silently.

                                      SEN (cont.)
                           I know it was wrong, OMM.  I want
                           to go back...I want to do the
                           right thing.  I want to go back.

          The sound of footsteps is heard, and SEN turns in panic to see
          who it is.

                                                                                 

61.   COMPUTER INTERIOR

          THX and SRT run through the labyrinth of electronic circuit
          panels.  THX begins to show signs of exhaustion as they run 
          through the rows of electrodes.

          CLOSE ANGLE
          THX stops to catch his breath.  SRT disappears around a corner.
          THX runs to catch up, but when he reaches the corner, he
          discovers SRT has disappeared.  He goes alone.

                                                                                 

62.   CONTROL CENTER

          In the control center ELC receives a report.

                                      VOICE
                           .....and two inmates have fled
                           detention block R, habot 92.
                           They have been missing for
                           approximately 3:32.16 hours.

          The report is simultaneously typed into a computer.

                                      VOICE (cont.)
                           1138 THX and 5241 SEN.  Relay
                           current position.

          ELC appears calm and unconcerned as he speaks over the intercom.

                                      ELC
                           We have a U65 on a K8.  Transfer
                           all unauthorized contacts in
                           precient 688 CON-G to this center.
                           Mode 7.

          Instantly, the computer readout activates.  ELC reports into an
          intercom.

                                      ELC
                           Request two PB848's:  officers 1999
                           and 2187.  Proceed with recovery
                           operation of felons 1138thx and
                           5241sen.  Current position
                           reproduction center 35, precient
                           688, CON-G.  Report when felons are
                           in custody, revised position: HOLD....
                           Felons have entered maintance area of
                           reproduction control computer 35-B4.
                           Transfer.

          ELC turns to watch an assembly accident on one of the monitors.

                                                                                 

63.   CATHEDRAL

          SEN is peering into the shadows.  Just barely visible, standing
          on the other side of the cathedral, is a white robed figure.

                                      VOICE
                            (echoing through the hall)
                           This is not the place for prayer.

          SEN shows no surprise and says nothing.

                                      VOICE (cont.)
                           If you want to speak with OMM you
                           must go to a UNICHURCH, you know
                           that.

                                      SEN
                                   (to himself)
                           Yes....

                                      VOICE
                           What?....Are you in any trouble?

                                      SEN
                           No...No...I'm all right.  I'm
                           going now.

          SEN picks up his bag and starts for the door.  The white robed
          figure, which we can now see is a monk, stops him.

                                      MONK
                           Are you SAG?....What is your
                           number and prefix?  I'm going
                           to have to put this in your
                           record.

                                      SEN
                           No...I'll just leave.

                                      MONK
                                  (holding him)
                           I'm sorry, I have to report all
                           intruders.....Where is your
                           identification badge?

                                      SEN
                              (looking at his lepel)
                           I lost it.

                                      MONK
                           You're in violation.  I'm going
                           to notify the authorities.  This
                           is beyond my jurisdiction.

          The monk turns to leave, and SEN grabs him, knocking him to the
          floor.

                                      SEN
                           No!  Give....Give me time.

          SEN begins to beat the unconscious body of the monk.  Slowly,
          he stops and then slumps, holding his face in his hands.

                                      SEN
                           OMM...OMM What have I done?

          He takes the body in his arms, and then goes through the monks
          pockets.  He finds some pills and takes them.

                                                                                 

64.   COMPUTER INTERIOR

          THX is standing at the intersection of three computer hallways:
          puzzled.  He turns to see a chrome policeman come around the
          corner at the other end of the hallway.

          MED ANGLE
          THX runs down a corridor away from the policeman.  Exhausted
          and trapped, he discovers an opening between two electronic
          panels, and squeezes into the cramped hiding place.

          FULL SHOT
          The robots stop a short distance from where THX is hiding.
          Another policeman joins him.

                                      POLICEMAN
                           We need assistance.  Electroscan
                           impossible.  Must rely on visual
                           sighting.  Request three
                           additional officers.

                                      ELC
                           Assistance priority request filed.
                           Continue with operation.

          The policeman move off down the hallway.  When their footsteps fade,
          THX pokes his head out of his cubbyhole.

          MED ANGLE
          THX runs through the electronic hallways.  He stops at an exit; a
          hole high in the ceiling with a ladder in it.  Suddenly he hears
          someone coming.  He jumps for the ladder and misses, landing on
          a heap on the floor.

          CLOSE ANGLE
          He is about to make another leap when someone grabs him from the
          rear.  THX faints and collapses on the floor.

                                                                                 

65.   CONTROL CENTER

          Photos and file histories of THX and SEN are projected on the large
          screen.  ELC is speaking into a dictaphone, and his request is
          instantaneously typed into the computer and onto the screen.

                                      ELC
                           ....and both felons were located
                           in reproduction center 34.
                           Apprehension pending.  Priority
                           shift for 3 additional officers
                           delayed.  Subjects will be
                           returned to.....

          He breaks off his dictating as a report comes through on his
          headset.

                                      VOICE
                           Priority shift granted.  Officers
                           5254, 9696 and 1970 dispatched to
                           Con G.

                                      ELC
                           It's about time (into intercom).
                           Three additional officers enroute
                           to assist in operation.  Advise 
                           at time of apprehension.

                                                                                 

66.   TRAM STATION

          SEN is riding in an almost empty tram.  There is only one other
          passenger - a man asleep about four rows behind him.  The tram 
          comes to a stop and an announcement is made over the PA system.

                                      ANNOUNCER
                           Termination of exurban link-DD NECK 08.
                           This tram will return to central web 
                           in five minutes.

          There is a soft hiss and then silence.  The man in back of SEN
          wakes up, looks around, then falls asleep again.  SEN gets up
          and cautiously leaves the tram.

          FULL SHOT
          Outside, the tram station is deserted and only partially completed.
          There are corridors leading from the station, but these too, are
          unfinished.  The station is lit only by dim work lights.  The
          sound of running water is heard.

          CLOSE SHOT
          SEN very timidly begins to explore one of the corridors.  The walls
          are solid, uneven rock, covered with plastic sheeting.  Many tubes
          and wires are lying on the floor, leading off into the distance.
          Occasionally there is a strange-looking tool dropped against the wall.

          MED SHOT
          SEN comes to a section of rock that is steaming.  There is a
          strong draft blowing past him toward the tram station.  As he
          rounds a corner a strange volcanic sound comes from the depths
          of the unfinished corridor.  Suddenly a large rat scampers
          past him and into the uncompleted shaft.

          CLOSE SHOT
          SEN is terrified and at the same time intrigued by what he is
          seeing.  He stops and listens.  He hears the sound of the trams
          pressure valves closing up.

          FULL SHOT
          He looks back, he cannot see the tram and he is instantly
          overcome with fear.  He runs madly around the corner and down
          the corridor.  The tram is till there.  He reaches the tram
          just as the door begins to close.

                                                                                 

67.   CONTROL CENTER

          One of the observers reports to ELC.  On his TV monitor two
          chrome policeman fuss over the body of the slain monk.

                                      OBSERVER
                           I have an unusual report - a
                           nonaccidental death.  Are
                           there any felons reported in
                           section 692 CON F?

                                      ELC
                           No, the closest thing I have
                           is in CON G, they couldn't
                           have done it.  Relay to
                           analysis.

          He thinks to himself for a minute.

                                      ELC
                           (to the observer)...Let me recheck
                           ....(he typed into computer)...
                           Backlog on case 6178821150.

          The computer readout activates.

                                      ELC
                           I have an unexplained discrepancy.
                           A description of one of the felons
                           trapped in reproduction center 35
                           doesn't match his Harris profile.
                           Transfer any unauthorized contact
                           for a radius of 30 sections.  Relay.

          The computer readout activates.

                                                                                 

68.   NARROW PASSAGEWAY

          THX lies unconscious on the floor of a hallway, filled with pipes
          and tubes.  SRT is looking down through the ladder hole watching
          a policeman pass under him.
          THX begins to regain consciousness.

                                      SRT
                           I'm sorry...I didn't mean to
                           frighten you.

          THX looks around and realizes he has been moved out of the
          computer.

                                      THX
                           How did you get me up here?...

          It is very hot and sweat forms on THX's forehead.  There is a
          large rumble and the entire passageway vibrates.

                                      SRT
                           What was that....

                                      THX
                           Must be an expressway....
                           You don't have to stay 
                           here, you know....

                                      SRT
                           What have you done, Cut your hand?

                                      THX
                           I'm all right

          THX rises and they begin to walk along the passageway.  At the
          end of the hall is a small metal door, a sign read "Level
          842CON G, Division of Plastic, Vendable manufacturing stations"
          the door is jammed and it is difficult to open.  Finally the
          latch snaps and the door swings open.

                                                                                 

69.   SCHOOL PLAZA

          SEN is sitting with his head in his hands.  Along one wall is a
          school with windows facing the plaza.  Children are playing
          various games in the center of the plaza.  One group forms a
          human labyrinth and tow children play tag in it.  Two children
          are standing apart from the others, one is adjusting a strange
          device of the other's arm.  After a few moments one child
          approached SEN.

                                      CHILD
                           My inducer fell off.

                                      SEN
                                  (Looks up)
                           What...?

          The child holds out his arm to SEN.  A small blue plastic
          pouch has detached from the underside of his arm.  He points at
          the other child standing in the background.

                                      CHILD
                           3114 knocked it off.

                                      SEN 
                                  (Confused)
                           Oh?....

                                      CHILD
                           He didn't mean to.

          SEN takes the pouch.  Printed on it are the words "Advanced
          primary economics 5867H"  It is filled with a creamy fluid
          which is dripping slowly out of the plastic tube.

                                      CHILD
                           Look out!

          He grabs the pouch from SEN and pinches the tube shut.

                                      CHILD
                                   (Angry)
                           What's the matter with you?

          The other child has come over and is watching.

                                      SEN
                           I'm sorry...let me see it again.

          The child reluctantly gives him the pouch and SEN is careful to
          keep it upright.  Sticking out of the child's arm is a small
          plastic receptor tube.  SEN fits the pouch's tube into it.  The
          child looks at SEN.

                                      CHILD
                           What are you doing here?  Where's
                           your badge?

                                      SEN
                            (Busy with the pouch)
                           I'm an escaped felon.

          The two children look at each other wide-eyed.  The second backs
          off a little.

                                      FIRST CHILD
                           You are not!  Why aren't you
                           arrested?

          SEN looks up and smiles and motions the other child closer
          again.

                                      SEN
                           I'm waiting to be picked up.
                           Here, hold this...

          He hands the second child the first's pouch and tears a strip
          of cloth from his shirt.  He ties it around the arm holding
          the pouch secure.

                                      SEN
                           There!

          The two children are fascinated, knowing whether to
          believe SEN or not.

                                      SECOND CHILD
                           What's your name?

                                      SEN
                           SEN 5241

                                      SECOND CHILD
                           I'm 3114 and he's 1112

                                      SEN
                           Hello....(looking at the pouch)
                           How is that?  Any good....

                                      FIRST CHILD
                           (Shrugs)  O K

                                      SEN
                           When I was in school it was all
                           different.  We had to lie in bed
                           all the time.  ADVANCED PRIMARY
                           ECONOMICS was a bottle about
                           this big.... (he indicates a
                           football sized object)  It took
                           a week.

                                      CHILDREN
                           Wow!

                                                                                 

70.   PLASTIC FACTORY

          THX and SRT pass by large stacks of the three dimensional hexagons
          that are sold in the commercial plazas.  Eventually, they enter a
          cold, blue-lit room filled with dead bodies lying on metal slabs.
          The eyes and torsos of many of the bodies are covered with a
          blue plastic film.

          MED ANGLE
          THX sits quietly on one of the empty slabs.  SRT wanders through
          the dead bodies, occasionally lifting the covers and looking
          underneath.  THX takes a cube of food out of his shirt.  He
          considers the possibility of not offering any to SRT.

                                      THX
                           Would you like part of this?
                           ....It's not much.

                                      SRT
                           (referring to the bodies)
                           All the insides are gone!

          THX Begins to eat.

                                      SRT
                           Did you know all the insides are
                           gone from these people?

          THX continues to eat, not responding to SRT.

          CLOSE ANGLE
          On one of the slabs is a body with a particulary large head.

                                      SRT
                           This one must have been a
                           genius!

          SRT inspects the head.

                                      SRT
                           ...Yes, definitely smarter then
                           the rest.

          He moves along to another body which we recognize as DWY.  He
          has no cloth over his eyes.

                                      SRT
                           This one has eyes. (sardonic) Why
                           did they leave your eyes?  Could
                           you ever....

                                      THX
                              (recognizing DWY)
                           No!....

          THX goes over to DWY.

                                      THX
                                 (Saddened)
                           I knew him.

                                      SRT
                           Soon he'll be a plastic cube.

                                      THX
                                  (angry)
                           Shut up.

          SRT goes over and lies down on one of the slabs.  THX remains
          with DWY's body, pondering his fate.

                                      SRT
                           Your a fool.....If you continue
                           after LUH, you'll end up here.
                           Forget her.  You can't go back.

          THX wearly climbs onto a slab, just as a door opens and a figure
          enters.  Both THX and SRT freeze in terror.

          MED ANGLE
          The figure begins to staple plastic tags on the ears of the
          bodies, checking a list as he goes.  As he works, two more
          figures enter with a cart and lift the tagged bodies into it.

                                                                                 


71.   CONTROL CENTER

          A TV monitor focuses on SEN sitting in the school plaza.

                                      ELC
                           We've lost contact with 1138.
                           An unidentified felon is traveling
                           with him.  Will transfer further
                           information when available.

                                      OBSERVER
                           Visual contact with 5241SEN.
                           ....Habot 25 CON-H, PS947.

          ELC switches to another intercom.

                                      ELC
                           Request PB848:  officer 1088
                           proceed with recovery of felon
                           5241SEN.  Current position
                           Habot 25, CON-H, PS947.

                                      OBSERVER
                           Negative sweep of CON-J, section
                           H.

                                      ELC
                           Try closer to the reproduction
                           center.

                                                                                 

72.   SCHOOL PLAZA

          SEN is still sitting with the two children.  He listens to them
          attentively.

                                      2ND CHILD
                                 (correcting)
                           No...impresses on each of us.

                                      1ST CHILD
                           That's not how it goes.

                                      2ND CHILD
                           Yes it is....

                                      SEN
                           Go on.

                                      1ST CHILD
                           .....There are no other rational
                           alternatives in this way.  We
                           eliminate the economic function
                           generated by the contrast of
                           separate but compatible energies.

                                      2ND CHILD
                           Elements!  Compatible elements.

                                      1ST CHILD
                           Energies.

          As the children argue, SEN notices a policeman approaching them.
          He stands up, and the children stop arguing and look on in
          wonderment.

          CLOSE ANGLE
          The policeman tapes SEN's hands behind his back.  SEN looks at
          the first child....

                                      SEN
                           You're right.

                                      1ST CHILD
                              (to second child)
                           See!

                                      2ND CHILD
                           He doesn't know.

          The policeman tapes SEN's mouth and eyes and leads him off.  The
          children continue to argue about the word.

                                                                                 

73.   PLASTIC FACTORY

          CLOSE ANGLE
          The figure with the staple gun approaches the slab on which SRT
          is lying.

          A death tag is stapled to his ear.  He doesn't even flinch.
          The figure continues along the row of bodies, nearing THX.

          FULL ANGLE
          The figure staples a tag on THX's ear.  His body jerks with
          pain, the figure jumps back with a yelp.

                                      FIGURE WITH CART
                           What's wrong?

          THX and SRT jump up and run to a side door making a quick exit...
          The figures stand in shock..

          MED ANGLE
          THX and SRT run furiously down a long hallway;  there are two doors
          at the end, one of which is locked.

          CLOSE ANGLE
          Four or five men enter from the end of the hallway, THX tries the
          second door, which opens and they rush inside, closing and locking
          the door behind them.

                                                                                 


74.   OBSERVATION CELL

          They are in a small cramped observation cell.

                                      THX
                           We're trapped.

          SRT takes a tool from one of the control panels and smashes a
          TV monitoring eye which has been observing them.

          CLOSE ANGLE
          THX is fumbling desperately at the controls of the master
          board.

          A series of images flash rapidly across the TV screen:  trams
          in transit, people eating, factories, hallways.

          FULL SHOT
          SRT is feeling along the walls for a removable panel.

                                      SRT
                           That's a waste of time.

          THX continues pushing buttons, and a medical operation appears on
          the screen.

                                      THX
                                (To himself)
                           That's not it.

                                      SRT
                                (Unconcerned)
                           No?

          THX adjusts some dials and more images appear on screen.

                                      THX
                           There!......There!

          He locks in a wide angle view of a maternity ward and starts
          switching close shots to close shot, searching.

                                      SRT
                           Come here and help me, we have
                           no time.....

          SRT is unscrewing one of the small panels.  He manages to get it
          off and looks inside, (a mass of wires and circuit boards.)
          obviously not an escape route.  Staring back from the circuiting
          is a pair of small red eyes.  A hiss and scuffling sound is heard
          as the eyes disappear.  SRT turns to THX, but THX is completely
          absorbed in the monitors.

          SRT gets up and continues to prowl about the small room,
          examining things, pushing an occasional button,
          unscrewing various controls.

                                      SRT
                           The only way out seems to be the
                           way we came in.

          SRT pushes another button and the voice of OMM is heard.

                                      OMM
                           This is OMM.  Everything is fine.
                           You are in my hands.  I will
                           protect you.  Co-operate with
                           Mercicontrol.  They only want to
                           help you.  Everything is going to
                           be all right.

          SRT manages half a smile and shakes his head.  THX finishes
          his examination and slumps back in his chair, dazed.

                                      THX
                           She's not there

                                      SRT
                           No...... (Long pause)
                           She's dead THX........

                                      THX
                                 (shouting)
                           You don't know that!

                                      SRT
                           All right...

          SRT goes over to panel and looks at the controls.

                                      SRT
                           Get up for a second....

          THX gets up, not knowing what SRT is up to.  SRT pushes some
          buttons and dials in an image.

                                      SRT
                           There...

          The image on the screen is a bottled human embryo about three
          months old.  It is alive moving slightly.  THX is speechless.

                                      SRT
                           Remember this...?

                                      THX
                           Where's LUH?

                                      SRT
                           Look more closely.

          On the bottle we can see printed:  8888 Sexact. Maternal:
          LUH 3417.  Paternal:  (surmised) THX 1138.

                                      SRT
                           That's all that's left of
                           her besides something like
                           what's in the next room.

          There's a long pause.  The embryo turns its head..

                                      THX
                            (Quiet but intense)
                           No...no you're wrong.

                                      SRT
                           I'm only trying to help you.

          THX jumps up, pushing SRT across the room and into a panel of
          monitors.  There are tears in THX's eyes....

                                      THX
                                  (shouts)
                           You're wrong.

          THX slumps into his chair.  SRT get sup and goes over to him.
          The embryo is still on the monitor.

                                      SRT
                           I'm sorry.

                                      THX
                           What do you want?

                                      SRT
                           Save yourself....

          SRT retracts the monitor to a full wide angle view of the
          reproduction center.  THX's son is lost among thousands of embryo
          bottles.

                                      SRT
                           ...life seems very natural, once
                           you have been born, but, for the
                           unborn it is a frightening
                           mystery.  It is not easy to choose
                           life if you have never lived.

                                                                                 


75.   CONTROL CENTER

          ELC receives a report over the intercom...

                                      VOICE
                           Observation booth 649, Division
                           of plastic, CON H

          He flips to another channel.

                                      ELC
                           Request 2 PB848's:  Officers
                           4242 and....

          He checks his computer readout.....

                           ...2284.  Proceed with recovery
                           of felon 1138 Prefix THX and
                           unidentified companion.  Current
                           position:  Vendable manufacturing
                           Center 92.  Observation booth 694.
                           Precinct 331.  CON H.  Report
                           when felons are in custody.....

                                      OBSERVER
                           No visual contact in OB 649.

                                      ELC
                           That's allright.  They're not going
                           anywhere.

          He speaks into his dictating machine...

                           ...research into advanced relay
                           systems must be given more attention
                           if any.......

                                                                                 

76.   OBSERVATION CELL

          Various human dramas play themselves out over the TV monitors.
          On one of the screens, and operation is in process.

                                      VOICE
                           Heart 6G, lungs 35OR, liver
                           defective, kidney-right-641A...

          On another monitor we see a small crowd of people standing in the
          morgue.

                                      SRT
                           Just look at all those people.

                                      THX
                           I thought of something.....

          They are interrupted by an intercom voice.

                                      POLICEMAN VOICE
                           Gentlemen, you have nothing 
                           to fear, everything will be
                           all right....

          FULL ANGLE
          We see two policemen outside the observation cell talking into
          a small intercom on the door.  A group of about five or six
          people are gathering at the end of the hallway to observe the
          scene.

                                      POLICEMAN
                           Stay calm, the door seems to be
                           jammed or locked; please check the
                           lock on your side.  We are not
                           going to hurt you.  Everything 
                           will be all right.

          The policemen try the door again, but it does not open.  One
          policeman takes a pen-sized tool and begins to burn a hole
          around the latch.

                                      POLICEMAN
                           Stay calm........

          CLOSE ANGLE
          THX madly typing into the computer, he speaks into an
          intercom....

                                      THX
                           repeat..fire in observation
                           649 ..... all systems....

          He turns to SRT; they smile at each other.

                                      THX
                           Get ready...

          SRT goes over to the door and grabs the lock.  Over the intercom
          a recorded voice is heard.

                                      VOICE
                           Discontinue all operations....

          The robots stops and look at one another puzzled.

                                      VOICE
                           Repeat..discontinue all operations.
                           Correct procedure is essential...
                           Stay clam..evacuate this complex...

          The onlookers begin to panic.  SRT yanks the door open and one
          of the policemen tumbles into the booth SRT and THX run head-long
          into the other policeman, pinning him against the wall; he
          falls to the floor, dazed from the jolt.

                                                                                 

77.   CONTROL CENTER

          A row of lights on ELC's panel light up.

                                      ELC
                           Report!

                                      POLICEMAN'S VOICE
                           Felons now fleeing section..

                                      ELC
                           Hold....(to an observer) mindlock
                           Precinct 331 CON H general area...
                           MINDLOCK.....

                                                                                 

78.   PLASTIC FACTORY

          As THX and SRT run toward the onlookers, the crowd starts to
          disperse, panicked.
          The high whinning score is heard and suddenly everyone freezes in
          motion, THX and SRT continue running, slowing slightly, but they
          are not affected by the mindlock.

          FULL SHOT
          One of the policemen is helping the other to his feet and
          reporting to ELC ....

                                      POLICEMAN
                           Mindlock stabilized, felons
                           unaffected.  Pursuit instructions.
                           We have been informed to discontinue
                           operations, is this correct..confirm..

                                                                                 

79.   CONTROL ROOM

          A man places more reports on ELC's desk.

                                      ELC
                               (to policeman)
                           Continue pursuit, disregard
                           previous instructions, proceed.

          ELC flips to another channel.

                                      ELC
                           Mindlock impossible.  Subjects
                           suffering...total chemical
                           imbalance.  Mindlock completely
                           disrupted.  Request destruction
                           clearance.  Stand by.

          The computer readout activates.

                                      ELC
                               (to policeman)
                           Proceed to dispersal center 21.
                           Projected route of flight will
                           be transferred.

                                                                                 

80.   MODUAL DISPERSAL CENTER

          THX and SRT make their way into a large, cavernous room.  It is
          a transport center at peak hour, and many people are pouring
          into the area.

          CLOSE ANGLE
          THX and SRT thread through the crowded dispersing center as
          the policemen struggle to locate them.  The felons are swept
          toward the tram system.  SRT signals to THX.

                                      SRT
                           This way!

          They fight their way through the crowd, away from the tram and
          toward the individual autojets.  TV monitors scan the center.

          CLOSE ANGLE
          THX and SRT become separated in the pushing crowd.  Individually,
          they reach a row of the massive jet-powered vehicles.  A
          policeman begins to move toward the autojet area.

          FULL ANGLE
          THX gets into an Autojet.  SRT is at the other end of the parking
          area and a policeman is between him and THX.  SRT climbs into
          an autojet, careful not to be noticed by the policeman.

          MED ANGLE
          THX starts his car with an ear-deafing roar.  He turns the car
          out of its parking space and begins to coast out of the center,
          past SRT's car.

          CLOSE ANGLE
          SRT is having difficulty starting his car.  On the dashboard,
          a red light flashes:  ENGAGED.  He is slightly comic as he
          tries to deal with the incredible array of switches and
          buttons.

          FULL ANGLE
          The policeman is approaching as SRT continues his struggle to
          start the car.  Suddenly, the powerful jets star and the 
          car uncontrollably lurches forward at great speed, crashing
          head-on into a wall.  The car begins to smoke.

          CLOSE ANGLE
          THX has been watching in his rear view mirror.  He put on
          his breaks and turns to look back.

          FULL ANGLE
          SRT cannot be seen in the smoking car.  The car lights go on
          and then off.  The car explodes into a ball of flames.

          CLOSE ANGLE
          THX buries his head in his hands.

                                                                                 

81.   EXPRESS TUNNEL

          THX's autojet roars through an express tunnel.  Two policemen
          on sleek, exotic jetbikes round a corner with beautiful
          precision.  Calmly, relentlessly, they pursue THX.

          MED ANGLE
          Over his headset, THX listens for police reports.  The
          messages on the channel are routine.  THX must constantly
          fight to maintain control of his car.  He can see the two policemen
          following on his radar scope.

          CLOSE ANGLE
          THX hears a strange noise coming from his car.  He tries to
          find the source of the sound, and momentarily loses control
          of the car.

          FULL ANGLE
          The car swerves and scrapes the wall of the tunnel.

          CLOSE ANGLE
          THX sees the policemen gaining on his radar scope and pushes
          his car even faster, making it even more difficult to control.
          The policemen momentarily drop back.  The loud noise in his
          car begins to get worse, and he checks his gauges.  The
          policemen slowly begin to gain on THX.

          FULL ANGLE
          The car bobbles as THX has more and more difficulty keeping
          it under control.  A part flies off, causing one of the jet-
          bikes to swerve.  The policeman lose control of his bike,
          tumbles across the roadway and bounces off the wall, parts
          flying in all directions.

          CLOSE ANGLE
          As THX's speed increases, the engine heats up, moving the
          indicator into the danger zone.  THX looks for a switch to
          cool the engine.  He is now experiencing serious mechanical
          trouble.  One of the engines is making a very loud screeching
          sound.  Finally THX flips the right switch, and the
          temperature needle moves out of the danger zone.

          The struggle for THX to maintain control of the machine almost
          becomes more terrifying and important then the pursuing
          policeman.

          FULL ANGLE
          Tension builds as the jet car and the jet bikes race at incredible
          speeds through the maze of tunnels.  As the car passes level
          markers, we realize THX is rising up through the city.  Finally
          he reaches level 10.

          CLOSE ANGLE
          THX picks up a new object on his radar scope coming from the
          opposite direction, heading directly toward him.  Suddenly a
          control voice breaks in over radio head set.

                                      VOICE
                           Stop your vehicle.  Officers are
                           approaching from both directions.
                           Stop your vehicle.  You have
                           nothing to fear.

                                      OMM
                           Everything will be all right, you
                           are in my hands.  You have nowhere
                           to go.  I am here to protect you.
                           You have nowhere to go.  You have
                           nowhere....

          THX continues ahead, as the dots on the radar scope begin to
          close.

          FULL ANGLE
          THX rounds a corner and sees a faint light ahead of him.  His
          autojet continues to blast along the tunnel roadway.

          CLOSE ANGLE
          THX begins to panic as he watches the dots ahead of him and
          behind him close on the scope.

                                                                                 

82.   CONTROL CENTER

          ELC watches his radar scope as the dots converge.

                                      ELC
                           I don't understand.  He's not
                           stopping.
                                 (into another intercom)
                           Is scope 621 giving an accurate
                           reading?....fine.  Just checking.
                           Officer 3333, Abort....Abort....Abort...

                                                                                 

83.   EXPRESS TUNNEL

          The policeman gets his new orders too late and THX's autojet
          collides with the on coming bike.  The jet bike is thrown over
          the top of the car.  THX loses control of his car and skids to a
          stop against one of the walls of the tunnel.

          CLOSE ANGLE
          THX is shaken, but no hurt.

          FULL ANGLE
          The jet bike which was following THX hits the wreckage of the
          first bike and tumbles end over end through the tunnel.

          CLOSE ANGLE
          THX gets out of the car and runs down the roadway.  Lights
          appear in the distance.  THX presses against the wall as an autojet
          rockets past him.  He begins to run again as a crash is heard in
          the distance.

          FULL ANGLE
          Two policemen pass the wreckage on their jet bikes.  THX finds
          a door on the side of the tunnel and enters.

                                                                                 

84.   CITY SUPERSTRUCTURE

          THX runs through the concrete superstructure.  One of the
          policemen stops at the entrance of the superstructure and the
          other one continues through the express tunnel.  The policeman enters
          the superstructure and begins to search for THX.

          CLOSE ANGLE
          THX is becoming weary as the policeman methodically searches for
          him using a thermoviewer heat detector.  THX stops to rest for
          a moment.  He is cold, shaking.  He hears something.

          FULL ANGLE
          Out of no where, something jumps on THX's back and knocks him 
          to the pavement.  It is a long-haired dwarf freak, similar to the
          one in the prison chamber.

          MED ANGLE
          They fight violently and THX eventually gets the freak by the
          neck and begins beating his head on the concrete until it is dead.
          THX is exhausted, and lies on the pavement trying to catch his
          breath.

          CLOSE ANGLE
          THX is lying next to the carcass of the freak.  He hears a sound
          and looks up to see more freaks approaching, staring at him through
          the darkness with firey eyes.  THX scrambles to his feet and runs
          as fast as he can.  The freaks attack the carcass he has killed.

          FULL ANGLE
          The policeman is joined by another and they methodically search
          through the superstructure.  THX runs until he reaches a metal
          ladder which works its way up into the city shell.  He begins 
          to climb, each footstep echoing as his foot hits the metal rungs.

          CLOSE ANGLE
          The policemen hear THX and immediately get a fix on him.  They
          head for the ladder.  THX reaches the top of the ladder and is
          stopped by a large metal hatchway.  He struggles to get it open.

          FULL ANGLE
          The policemen begin to climb the ladder, their feet resounding
          throughout the superstructure.

                                                                                 

85.   CONTROL CENTER

          ELC reads a computer readout.

                                      ELC
                           Officers 9641 and 2242 discontinue
                           operation.  Report to Thermal
                           station 62.  Present operation
                           computed to be economically unfeasible.
                           It is predicted that 1138 THX will self-
                           destroy.  Repeat:  Abandon present
                           operation.  Dispatch to Level 56 CON-R
                           thermal station 62, investigate toxic
                           chemical leak.

          One of the monitors shows an industrial accident.
          ELC becomes involved in another case.

                                                                                 

86.   CITY SHELL

          The policemen are stopped at the head of the ladder.  They look
          at THX, who has opened the hatch, and they acknowledge the message.
          He watches them disappear, their footsteps echoing in the distance.

          CLOSE ANGLE
          THX goes through the open hatch and continues on until he reaches
          a small chamber with a circular door, slightly ajar.  An unnaturally
          bright light floods through the crack in the door.

          MED ANGLE
          THX is obviously afraid of what lies beyond the door.  There is
          a moment when it looks as if he may turn back.  Eventually, he
          makes a decision and throws the hatch open.

          FULL ANGLE
          He stands bewildered, virtually buried in sunlight.
          THX climbs out of the hatchway and stands shielding his
          eyes from the sun.

          END CREDITS

                                                        FADE OUT.