SPIDER
                           ------



                   an original screenplay

                             by


                         Paul Fjeld

           


          

                (c) 1997 all rights reserved





FADE IN:

EXT. NASA LANGLEY  -- DAY

MOVING

We DRIVE through the winding roads of a pleasant campus
scene, passing several quaint red brick buildings from the
1930's.  Unseen nearby, a compressor HOWLS until there is a
sharp BANG and SHRIEKING: some new jet aircraft is beginning
a test run.

HOLD
On a weird building with a curving metal growth that reaches
three stories. From it comes the deeper SOUND of enormous
power slowly winding up - a wind tunnel in action.

CAPTION: "NASA LANGLEY RESEARCH CENTER -- SUMMER 1960"

INT. NASA LANGLEY WORKROOM  -- DAY

C.U. CHALKBOARD

We still HEAR, very faintly now, the sound of jet aircraft
beyond the walls. A hand is carefully drawing a circle that
fills the view.

                     RESEARCHER  (O.S.)
          This...
          
finishing the circle --

                  RESEARCHER (O.S.) (CONT.)
          ... is the Moon.

We PULL BACK a bit, but stay on the board and the
disembodied hand and chalk. By the sound of the voice, we
know we are the audience to a rehearsed presentation.

                     RESEARCHER  (O.S.)
                   (speaking deliberately)
          The NASA Space Task Group thinks they
          can land a man on the moon by going from
          the earth, straight in.
                         (gesturing)
          Imagine a great big ship with all the
          fuel needed to get back home, slowly
          settling, tail first, -- on the lunar
          surface.
          
The chalk wiggles down until it touches the "moon's" curve.

                   YOUNG RESEARCHER (O.S)
                         (helpfully)
          Like in science fiction movies!

We follow the chalk as it weaves in an obviously
choreographed and mesmerizing way about the board.  We still
don't see its agent.

                      RESEARCHER (O.S.)
          We would need an enormous rocket called
          "Nova" to hoist the ship straight up and
          out from Earth.
          
There is a pause for effect. This is maybe too rehearsed.
                              
                      RESEARCHER (O.S.)
          Now Von Braun says he can get this same
          big ship to the moon with the smaller
          Saturn rocket they're designing at
          Marshall.

                   YOUNG RESEARCHER (O.S.)
          By smaller he means merely huge as
          opposed to gargantuan!

                      RESEARCHER (O.S.)
          He says they can launch the moonship in
          halves on two "Saturn" rockets into
          Earth orbit. Then they rendezvous, grab
          onto each other -- seal hatches and
          stuff -- and then zoom off to the moon
          and, again, go straight in.

There are many curves and blobs on the board now.

                       HOUBOLT (O.S.)
          It sounds impossible!

                      RESEARCHER (O.S.)
                      (surprised by the
                        interruption)
          Well the delta V plots show..

                        HOUBOLT (O.S)
          Stop!!

ON JOHN HOUBOLT

Looking up and to the left. He is an early middle-aged man
with a deceptively serious look.

                           HOUBOLT
          Remember the audience here is not
          supposed to be an engineer or a
          scientist.
                         (grimaces)
          But don't be too condescending. You're
          making me feel a bit like an idiot.

ON CHALKBOARD

Back to the dancing chalk.

                     RESEARCHER  (O.S.)
          Well it is difficult. But we have a
          better idea. We call it L.O.R.

                       HOUBOLT  (O.S.)
          L.O.R.? What the hell is that?

                     RESEARCHER  (O.S.)
                         (chuckles)
          I'll tell you.
                       (serious again)
          Lunar Orbit Rendezvous. You launch two
          much smaller spacecraft on a single
          Saturn. One craft is the Command Ship
          which has the fuel to get you there and
          back. It also has a heat shield to
          return you through the atmosphere in one
          piece.
          
Shows a crudely drawn Command Ship, done earlier.

                  RESEARCHER (O.S.) (CONT.)
          The other is a small Lunar Landing
          Craft.

Shows the Command Ship's neighbor.

                  RESEARCHER (O.S.) (CONT.)
          Instead of going straight in, you park
          yourself in orbit around the moon.  Then
          you jump in the lander...
          
Snaps chalk in half --

                  RESEARCHER (O.S.) (CONT.)
          ... and go to the surface.
          
Wiggles the little piece to the arc of the "moon."

                       HOUBOLT  (O.S.)
          That sounds easy.  What's the catch?

                     RESEARCHER  (O.S.)
          You have to rendezvous with the Command
          Ship and link back up.

                  YOUNG RESEARCHER  (O.S.)
                     (enthusiastically)
          And that is easy!

ON YOUNG RESEARCHER

He is fresh out of university and confident. He knows just
enough to get himself into trouble.

                      YOUNG RESEARCHER
          Any asshole can rendezvous! You just
          have to track your target and point.
          The math is two hundred years old!  It's
          a freshman test at M.I.T for gosh sakes!

                           HOUBOLT
          It's not that easy! Jesus!

THE WORKROOM

We see them all for the first time. Charts and graphs with
complex equations and simple schematics are strewn on top of
a table. Researcher is roughing out the shape of a second,
smaller lunar craft, then a third which looks like a tiny
moon-scooter. Houbolt takes a deep breath.

                           HOUBOLT
                      (letting it out)
          No.
                          (pauses)
          I think I'll stick to selling this to
          other engineers. The numbers are so
          obviously in our favor.
                         (pleading)
          I'd feel like "Howdy Doody" wiggling
          chalk like that!

A last line is added to his masterpiece, and Researcher
steps away from the board.

                         RESEARCHER
          How are you gonna talk to the newspapers
          or politicians?

                           HOUBOLT
          Maybe I won't.

                      YOUNG RESEARCHER
          This is just common sense, John!

                           HOUBOLT
                    (looking at the chalk
                          drawings)
          No. The numbers will save us.

Young Researcher probes his agile brain for a reply.
Nothing.

                         RESEARCHER
          The numbers are good.  Space Task Group
          has a choice of three Lunar Lander
          models --

ON CHALKBOARD

As we focus on the first of the simple shapes of moonships,
then slowly pan across in time with:

                  RESEARCHER (O.S.) (CONT.)
          -- Plush... Economy... and Budget.

THE MEN

stand together with the "CHALK" LANDERS behind them.

                         RESEARCHER
                 (handing Houbolt the chalk)
          Don't forget it has a name now. Abe
          calls it Apollo. The NASA Apollo
          Program.


EXT. MOON AND SKY -- DAY

SKY

The waxing moon is just visible in the daytime sky.

THE SERIES TITLE SEQUENCE begins and continues through the
next scene.

Against the moon and sky appears an A-6 Intruder attack jet,
coming in on final approach, which we FOLLOW. Its scream
pierces the gentle Long Island suburb.

INT. GRUMMAN WALKWAY -- SAME

With the ROAR from the A-6 still audible, we MOVE with
ENGINEER as he strides down an open walkway past large
PHOTOS of Grumman aircraft. There are hangar sounds echoing
around him. He reaches a small office with a name plate that
says "TOM KELLY" and stands at the doorway looking in.

END SERIES TITLE SEQUENCE

We see, through the door, TOM KELLY look up from a desk
covered in paper data.

                          ENGINEER
          Okay Tom, I'll join your little space
          club.

                            KELLY
          Terrific!

INT. GRUMMAN SMALL OFFICE -- SAME

Engineer moves into the office and drops his voice a bit --

                          ENGINEER
          I don't know how they let you do it.
          We're practically building every single
          Navy aircraft. We're in deep on the
          Intruder, the Hawkeye -- and now this
          new supersonic fighter!

                            KELLY
          Wouldn't you rather go to the Moon?

Kelly leans back from his desk.

                          ENGINEER
          Sure, but is the Pentagon going to let
          us play in that sandpile?

Engineer half sits on the edge of the desk, careful not to
move any paper.

                            KELLY
          The future of this company might be
          space, you know.
          
Kelly looks intently at Engineer.

                        KELLY (CONT.)
          We're going to bid on the Apollo
          spacecraft, probably team up with
          General Electric's group.

                          ENGINEER
          Not as Prime Contractor?

                            KELLY
          Not yet -- we don't know enough.

                          ENGINEER
          Nobody does!!

Kelly nods, thoughtfully.

                            KELLY
          You took a course in Space Navigation,
          right?

                          ENGINEER
          Yup. A short course.

                            KELLY
          Okay. You can be our Guidance and
          Navigation specialist.

                          ENGINEER
                   (Laughs on his way out)
          Until we get a real one!

CUT TO:

INT. NASA HQ PRESENTATION ROOM -- DAY

CLOSE ON FAGET

A short man with a brush cut, red-faced.

                            FAGET
                         (shouting)
          Your numbers LIE!!

ON HOUBOLT

At a dais with a big L.O.R CHART on an easel.  No chalk.
He is visibly stunned.  Engineers don't usually shout at
presentations.

                           HOUBOLT
          It's common sense!  Why take down all
          that weight?

THE ROOM

A small one for presentations.  There is a table covered in
CHARTS and the small dais and easel where Houbolt is
defending himself.  Everything is done in cheap '50's
government issue.
We see the other participants of the meeting: MAX FAGET,
WERNHER VON BRAUN, OWEN MAYNARD, and NASA BRASS among
others.

                       HOUBOLT (O.S.)
                       (still shocked)
          Why land your heat shield on the moon,
          for Chrissakes?! You need another
          spacecraft!

                            FAGET
          What if you can't rendezvous with your
          heat shield?  You're stuck a quarter of
          a million miles from home!

                          VON BRAUN
                    (thick German accent)
          This is all crazy. We can't build a
          "Nova" for a long time anyway.

                            FAGET
                   (looking at Von Braun)
          You need rendezvous too!

The argument degenerates between Faget and Von Braun.
Houbolt moves away from the easel taking his charts with
him.

ON HOUBOLT

                           HOUBOLT
                        (to himself)
          Rendezvous is easy.  Any asshole can
          rendezvous.
                      (sees NASA Brass)
          Please.
          
HOUBOLT, NASA BRASS, MAYNARD

Houbolt intercepts NASA Brass

                           HOUBOLT
          This is important! We'll never get to
          the moon that way.

He gestures towards Faget and Von Braun.

                         NASA BRASS
                (looking Houbolt in the eye)
          We're selecting the Prime Contractor on
          Apollo right now, Dr. Houbolt.  One big
          spacecraft that does everything.

Maynard, eavesdropping, edges closer.

                           MAYNARD
                       (to NASA Brass)
          You know, Bob, we're having trouble
          figuring out how to design a large
          vehicle that can do the lunar landing.

                         NASA BRASS
                        (To Houbolt)
          Do you know Owen Maynard, our Chief of
          Spacecraft Integration?

Houbolt nods at Maynard. Another short man -- this one with
a funny accent. He seems earnest, without trepidation.

                         NASA BRASS
          All right Owen, include L.O.R in your
          design studies in case we've missed
          something.


INT. GRUMMAN EXECUTIVE OFFICE -- NIGHT

The V.P.'s office is less Spartan than those at NASA. There
are models of Grumman aircraft all around the main desk and,
in one spacious corner, a substantial coffee table.  Three
men, Kelly, EXEC, and MANAGER sit around the table in
comfortable chairs.  On the table lies a single, thick
document with a swoopy space motif cover and the General
Electric logo.

                            EXEC
                  (looking at the document)
          General Electric lost the spacecraft.
                      (lets it sink in)
          We lost Apollo!

                            KELLY
          It's not over Joe.  I think we should
          put more effort into this.

                           MANAGER
                          (evenly)
          We've just spent two million dollars on
          a losing team-up.

                            KELLY
          Listen. Every company on the team was
          assigned to study a different mode of
          how to get to the Moon.  By chance we
          got Lunar Orbit Rendezvous.  We found
          out that L.O.R. is the right way to go.
          The whole team agreed and we recommended
          that in the General Electric proposal.

                            EXEC
          NASA didn't agree.

                            KELLY
          Well they're wrong.  But they'll come
          around.
          
He waits for everybody to make the connection.
                              
                            KELLY
          They need another spacecraft.

                           MANAGER
          What should we do? Fund studies on our
          own?

                            KELLY
          Kind of. NASA has contracted for a new
          study.

                           MANAGER
                          (miffed)
          Well I guess they didn't pick us.

                            KELLY
          That's true, but we'll do it anyway.
          Submit it anyway. NASA will find out
          that we really know this stuff and then
          we'll bid when they request proposals
          for the lunar craft.

                            EXEC
          Under whom should we work this time?

                            KELLY
          Under nobody. We'll be Prime.


INT. NASA MARSHALL PRESENTATION ROOM  -- DAY

This would be another bland, government room were it not for
the impression of Teutonic correctness. Some old-world
esthetic insinuates itself in the placement of wall charts
and pictures. The government chairs, as well, are arranged
in a certain deliberate pattern.

Maynard is standing at the requisite NASA-standard dais. He
is just concluding another presentation on a topic that has
become officially boring. It shows in his voice.

                           MAYNARD
          .. and so the performance analysis is
          pretty conclusive, ah, in our eyes, at
          least, that Lunar Orbit Rendezvous has
          many great advantages.  So what do you
          think fellas?
                         (pleading)
          We can't keep postponing the mode
          decision.

Maynard looks around the quiet room.  There is Faget nodding
silently and Von Braun staring ahead. Suddenly a voice from
the back rings out:

                        VOICE (O.S.)
          Who's the son of a bitch that doesn't
          think this is the right way to get to
          the moon?!!


INT. NASA LANGLEY SMALL OFFICE  -- DAY

Researcher strides into Houbolt's office waving a formal
NASA book.

                         RESEARCHER
          Look what the Apollo office just
          released.  A "Request For Proposals"!

He hands the document to Houbolt.

                           HOUBOLT
                     (reading the cover)
          A Lunar Excursion Module!

Houbolt starts flipping quickly through pages until he finds
what he's looking for.  He looks up at Researcher.

                           HOUBOLT
                   (grinning, incredulous)
          Twenty two thousand pounds!

                         RESEARCHER
          Super Plush!


INT. GRUMMAN HALLWAY -- NIGHT

We FOLLOW a teenager as he wheels a trolley through a
deserted hallway.  Two boxes, fresh from a printer, balance
one on top of the other on the metal lip.

INT. GRUMMAN DESIGN ROOM  -- SAME

The design room is dominated by a long center table. Upon it
sit two models, one big and one small, of a "thing" with
five little legs surrounding a lower stage. A pursed
"fishmouth" sticks out from a helicopter-like bubble canopy
on the upper stage. For a spaceship it looks... ridiculous!
There are large "vellums" of this craft covering the walls
and we pan around them. Drawings of two astronauts, done in
a stiff engineering style, illustrate the seated control
stations and the contortions that would be necessary to get
in or out of the "bug."

Several men in shirts and ties including Kelly, Manager and
YOUNG ENGINEER are milling about, looking worried. Suddenly
the teenager wheels through the door and tips over the
trolley. Kelly tears open a box and takes out a small,
cerlox-bound book.

                            KELLY
          Finally!
                  (riffling through a book)
          Fifty pages of a clean proposal.
          
He holds one up, announcing to the room:

                        KELLY (CONT.)
          The Lunar Excursion Module.  The LEM!
          The Grumman Aircraft Engineering
          Corporation will land America on the
          moon!

                           MANAGER
          If we win.
                   (pointing at the wall)
          Do you think we'll get away with it,
          those little legs?

We see the drawing in detail now. Tiny little feet are
attached by short struts to the base of the LEM.

Kelly picks up the small model, looking at it as though it
were a newborn child.

                            KELLY
          You know it meets the spec.

                           MANAGER
          The spec isn't serious and we also know
          that. This is a rule-beater.

                       YOUNG ENGINEER
          If Thomas Gold is right, we'll sink into
          moondust up to here.
          
His hand sweeps up over the drawing, covering the canopy.

                            KELLY
          If Dr. Gold is right, everybody's
          screwed.
                    (looks at his watch)
          Okay, the airplane leaves in thirty
          minutes. Take care of our little future
          here.
                  (hands Manager the small
                           model)

                           MANAGER
          For the whole flight I'm going to stare
          at the boxes. When I get to Houston I'm
          going to stay in my hotel room until
          it's time to go to NASA.

                            KELLY
          When you cross the street you're going
          to look both ways.


INT. NASA HOUSTON DESIGN ROOM  -- DAY

This is the final design room we have to see. Center table,
government issue, etc. A scowling man, CALDWELL JOHNSON,is
running through a fat publication called "CSM DESIGN
REQUIREMENTS". Johnson is a legend at NASA for his intuitive
grasp of design and his remarkable draftsmanship. Owen
Maynard enters the room with an armful of his own paper.

                           MAYNARD
          Hi Caldwell. Did you bring your old
          lander stuff?

                           JOHNSON
          It's still in boxes! I'm Command Module
          Manager now, Owen!

Johnson practically spits this out. The Virginian has not
yet found management and Houston to his liking.

                           MAYNARD
          I thought we'd show them the leg design
          we worked up at Langley.  Give them some
          ideas anyway. Haven't you unpacked yet?

                           JOHNSON
          No.

He grabs a sheet of white bond, takes out his pencil and
starts to quickly block out a sketch.  As he draws, his
shoulders begin to unclench.

They are interrupted by a knock on the frame of the open
door. Kelly and Young Engineer have arrived.


INT. NASA HOUSTON DESIGN ROOM  -- SAME

Kelly and Young Engineer sit across from the two NASA men.
There is a palpable respect that crosses between Kelly and
Maynard.

                           MAYNARD
          Those little landing pads and fixed
          gear.. that was pretty sneaky, Kelly!
          You cheated.

                            KELLY
                           (grins)
          It was within the rules.

                           MAYNARD
          You won anyway.
          
He smiles. The cheat didn't matter. He has a little
surprise.

                           MAYNARD
          Now we all have to start from scratch
          and do a real design.
                   (pauses, judging Kelly)
          And you'll design to our requirements.
                    (checks Kelly again)
          Such as, we need more redundancy, so the
          weight will go up, and the legs...

                       YOUNG ENGINEER
          What about Dr. Gold?

                           JOHNSON
                  (looks up from his work)
          Gold is full of shit!  The moon's
          surface is like Arizona.

Johnson tosses the drawing across to Young Engineer who
looks at it unbelievingly.  There, in the hand of an artist,
is a workable design for folding legs.

CUT TO:

INT. GRUMMAN WORK AREA  -- DAY

ON GRUMMIE'S BUTT

It is jeans-clad and, out over the belt, pokes a plaid
shirt. Its owner is on his hands and knees. A crude boxy
pack is strapped to his back and he is crawling in reverse
gear. As we PULL BACK we see that he is trying to "egress"
the front tube of a plywood LEM mockup.  It looks like a
giant grouper fish spitting out a fat man.

                           GRUMMIE
          I'm stuck.

ON MOCKUP INTERIOR

The other side, which is just the LEM face roughed out in
wood. We are in a work bay that feels like a big garage for
weekend do-it-yourself-ers. In the mockup, two complicated
chairs face four large curving window frames. Between the
seats we see the inboard side of the tunnel Grummie is
trying to escape.  Young Engineer is leaning on the left
chair, carefully noting the proceedings. OLD GRUMMIE is
perched awkwardly in the right seat.

                         OLD GRUMMIE
          Keep going Tony. You'll squeeze out!
                  (turns to Young Engineer)
          So how was NASA?

                       YOUNG ENGINEER
          Neat!  We had the run of the place.
          We're working with Caldwell Johnson and
          Owen Maynard, sometimes even Max
          Faget... Bunch of other crackerjacks.

                         OLD GRUMMIE
                         (fidgeting)
          That's a big deal?

                       YOUNG ENGINEER
          They did Mercury! They've done this.
          
He notices OLD GRUMMIE's fight to coordinate butt, backpack
and chair
                              
                   YOUNG ENGINEER (CONT.)
          I bet that seat will work better in
          lunar gravity.

                         OLD GRUMMIE
          Yup.  Relax and enjoy a panoramic view
          on the moon.

takes out a cigarette, lights it, and looks around the
widescreen window framework --

                     OLD GRUMMIE (CONT.)
          I wonder what it will feel like? Can you
          imagine?

Young Engineer's gaze is unfocused, his attention lost in
that comfortable, creative place in his mind.


INT. GRUMMAN DRAFTING ROOM -- DAY

We are in a very large, well lighted room with rows of
drafting tables. Tom Kelly is in a hurry but notices a group
of ten or so engineers, all in short-sleeved white shirts
and ties, milling about one table. This looks interesting.
Kelly changes course and, as he walks towards the gathering,
we HEAR the sound of earnest chatter.

ON YOUNG ENGINEER

                       YOUNG ENGINEER
          Let me do something, Phil.
          
THE TABLE

He reaches over his friend and takes the knob of the
drafting machine, angling up a sightline.  This drawing, on
the left, shows a man standing in front of a control panel
with a small triangular window at eye level.  It will be the
finished version of a Caldwell Johnson-style sketch that
lies above it. To the right is the official seats/canopy
"fishface" configuration.

THE GROUP

Kelly is fixated on the drawing as he approaches.

                       YOUNG ENGINEER
                        (looking up)
          Tom!  We just got back from Houston.
          We're sketching up something for your
          preliminary design meeting.

Kelly is staring intently at the drawing

                            KELLY
          The seats are gone!

THE DRAWING
                              
                    YOUNG ENGINEER (O.S.)
          Yes sir! We think the astronauts will be
          just as comfortable standing up.

                        KELLY (O.S.)
          That changes the front face geometry
          completely... the windows!

ON YOUNG ENGINEER

                       YOUNG ENGINEER
          We just need small ones,
                         (gesturing)
          right up to your face!

THE GROUP

                            KELLY
          How many square feet of window are we
          talking about?

One of the young men, CIRCULAR, takes out his circular slide
rule and starts spinning it around.  A second young man,
STICK, grabs his stick slide rule and the race is on.

                          CIRCULAR
          Two point two!!

Stick acknowledges defeat and playfully bonks Circular with
his instrument.

                            KELLY
          Amazing! How many pounds do we save?
          
Stick starts off quickly this time.

                          CIRCULAR
                (not bothering to calculate)
          A zillion!

                            STICK
                       (sarcastically)
          A zillion point seven!

Everyone is giddy. This is it! Kelly beams at his boys,
ecstatic.

CUT TO:


EXT. LEM LANDING TEST PIT -- DAY

MUSIC

A contraption with legs is being flung into a bright sky. In
SLOW MOTION we see it being released from its tether.

FROM THE SIDE

It's three legs plow into the angled surface, but a turning
force, imparted by the slope, flips it over in a cloud of
flying sand.

INTERCUT CLOSE-UPS:

A four-legged version crashes, its legs too close to the
body...

...The same model impacts but pauses before slowly going
over...

...A tumbling wreck...

...A model with slightly wider legs, tips, hangs on two
legs, then starts to come back. Before it does we --

FAST INTERCUT:

-- FOUR different angles of the rebounding, then we --

HOLD

On the craft successfully achieving a stable stance,
straddling the slope.

DISSOLVE TO:


INT. GRUMMAN DRAFTING ROOM -- NIGHT

We are looking at the Grumman Design Room from the darkened
and empty Drafting Room.  It is obviously very late. There
are windows into the room through which we see nine men
including Manager, Engineer and Young Engineer, sitting
around the large central table.

INT. GRUMMAN DESIGN ROOM -- SAME

Kelly is standing at the front of the room by the BLACKBOARD
listening to Manager talking technical. In big letters on
the board is scrawled "S.W.I.P."  Taped to the wall is an
enormous GRAPH that plots the LEM weight growth.

ON GRAPH

As we slowly PAN across it, following the rising trend line,
we HEAR:

                       MANAGER (O.S.)
          ... so we found another six and a half
          pounds we can shave off the skins by
          chem-milling a better pattern.

ON KELLY

At the blackboard.

                            KELLY
                     (smiling ruefully)
          Don't go too far!

POV KELLY

Scanning the room.  Shirts and ties are shuffling paper.
They are listening, though.

                       YOUNG ENGINEER
          Frank found he could sculpt out about a
          pound and a quarter from the SLA support
          fittings.

There are sarcastic calls of "great"

                          ENGINEER
                     (To Young Engineer,
                        skeptically)
          Those have to carry the entire load of
          the LEM at nine gees. Ultimate.

                       YOUNG ENGINEER
                          (Shrugs)
          Talk to Frank.

A silence settles on the group. They are running out of
things to cut.

                            KELLY
                    (Looking at Engineer)
          Didn't you say you were doing something.

                          ENGINEER
          It's an idea that our thermal group is
          playing with.  We haven't done all the
          numbers just yet.

                            KELLY
          Tell us.

                          ENGINEER
          Well, we want to store the Helium at
          Supercritical temperatures.

His colleagues don't react.

                      ENGINEER (CONT.)
          That's minus four hundred and fifty
          degrees for you mechs. The Helium
          becomes a weird "liquid" gas.

The men, blank, can't seem to get in gear. Engineer goes to
the blackboard.

                      ENGINEER (CONT.)
          Right now we're storing high pressure
          Helium gas in two big tanks at ambient
          temperature.
                  (looking at this bunch of
                         numskulls)
          It's the gas we use to pressurize the
          propellants.

They're stuck trying to make a weight connection

                      ENGINEER (CONT.)
                          (teasing)
          You know.
                           (waits)
          We have to push the fuel and oxidizer
          out of their tanks to burn them... To
          make thrust in the Descent Engine!

                            KELLY
                      (working the gag)
          We are "Rocket Scientists." Remember
          that.

                           MANAGER
                        (To Engineer)
          So what?

                          ENGINEER
                          (smiling)
          Well, if we can keep the Helium cold, at
          supercritical temperatures, we just need
          one tank.

Engineer draws a tank with "SHe" written in it

                       YOUNG ENGINEER
          What if you can't keep it cold?

                           MANAGER
                     (announcer's voice)
          Grumman's Supercritical Anti-Personnel
          Device!!

Everyone chuckles.

                            KELLY
          How much weight would it save?

                          ENGINEER
                          (deadpan)
          Two fifty, maybe three hundred pounds.

Silent gaping.

CUT TO:

THE ROOM

From a distance. It ERUPTS with laughter.

DISSOLVE TO:


INT. MOCK-UP HANGER -- NIGHT

THE PORCH/WINDOW

A space-suited ED WHITE hangs suspended from a support
contraption. It is completely dark, save for the very bright
pool of light that illuminates his immediate surroundings: a
flat PORCH and the mocked-up front FACE of the new,
"standup" LEM.  His buddy, ROGER CHAFFEE, is just visible
through the Commander's window to the right.

                      CHAFFEE  (RADIO)
          Hey Ed, just jump.

White looks to the side and down, eyeing what seems to be a
thick, knotted rope bought from a "Fixit" place. It hangs
from a tall strut off the descent stage top deck.  This is
his only way down to the "lunar" surface. He addresses Young
Engineer, unseen to us on the darkened floor below.

                       WHITE  (RADIO)
          You know this is a rope? This is a rope
          on a spacecraft. Are you gonna sub-
          contract for it, or get it at the "Space
          Hardware Store"?

                YOUNG ENGINEER (O.S.) (RADIO)
          Let's see what happens.

                      CHAFFEE  (RADIO)
          Swing Ed!  Do the monkey man!

                       WHITE  (RADIO)
          Okay, Houston. I will now fall off the
          LEM.

POV CHAFFEE

Looking at White through his window as White disappears down
into the murk.  There are grunting NOISES over the intercom
which we slowly begin to tune out.

COMMANDER'S STATION

Chaffee pretends to land, exercising "air" hand controllers.
                              
                           CHAFFEE
                      (barely audible)
          Shooooooo, Psshhh, Psshhh... Thump!
                 (To himself, dramatically)
          Houston, Apollo.
          
He looks out the window at the "lunar" vista.

                       CHAFFEE (CONT.)
          Man has landed on the Moon!

He stops abruptly and gazes at the paper console.  He
reaches up and slowly runs his hand along the drawing for an
attitude indicator.

                           CHAFFEE
                          (softly)
          Jesus...


EXT. WHITE SANDS -- DAY

From a distance we see three men, JACK PROCTOR, CONTRACTOR
and LYNN RADCLIFFE, coming together on a desert HILLTOP
overlooking a bleak arrangement of TUNNELS and large
CHAMBERS.  They begin to exchange greetings.

THE MEN

Proctor is at the end of his introductions.

                           PROCTOR
                       (to Contractor)
          ... Lynn Radcliffe is Grumman's Site
          Manager here, Dick.
                       (to Radcliffe)
          Welcome to White Sands!

Radcliffe, smiling, does a short bow.

                           PROCTOR
          Are your people finding houses?

                          RADCLIFFE
          Everybody is helping us, thank you very
          much Jack. I hope North Amercan will
          find us to be good neighbors.
          
He looks over the scene. Desert, mountains... nothing like
green Long Island.

                      RADCLIFFE (CONT.)
          We could have tested the propulsion
          systems on Long Island but some guy
          tells me Nitrogen Tetroxide is toxic.
          Can you believe it?
                              
                           PROCTOR
          Don't tell the folks in town okay?  I
          have nightmares of brown clouds oozing
          out over the landscape.
                 (hustles them up the hill)
          We're gonna try this special demo of the
          Hypergols -- see if it's scary.

                         CONTRACTOR
          At the Cape they do it for everybody
          new.

He starts handing out helmet-sized bags.

EXT. WHITE SANDS HILL -- SAME.

The three men have now donned hard-hats, goggles and huge
ear-protectors.  They observe a yellow SUITED man in the
distance arrange two tiny containers around a metal cup.
Radcliffe stands flush to the demo with his hands on his
hips -- a spinnaker waiting for a gust of wind.

                           PROCTOR
                        (demo voice)
          A couple of tablespoons of oxidizer --
          Nitrogen Tetroxide -- and a bit less of
          fuel -- Aerozine Fifty -- ... don't need
          a spark for this...
          
he turns slightly bending his knees

                       PROCTOR (CONT.)
          ... now --
          
sees Radcliffe and tries not to smile. He exaggerates his
stance. Radcliffe, surprised, braces himself.

                       PROCTOR (CONT.)
          ..Ladies and Gentlemen --

CUT TO:

FLAME

Huge and orange, that shoots twenty feet straight up. There
is a sharp CONCUSSION.

ON RADCLIFFE

          You know Jack, we're already smart
          enough to be scared out of our pants.
                  (thinks, shakes his head)
          We're gonna squeeze that stuff out
          through complicated plumbing and ignite
          it a few feet behind live astronauts?

                           PROCTOR
                         (laughing)
          You bet!


INT. GRUMMAN WORKROOM -- DAY

CLOSE ON HAND SILHOUETTE

Backlit through thin aluminum sheet. It evokes the primitive
hand print painted on the cave walls at Lascaux.

                       MACHINIST (O.S)
          Shit! I can see my hand. We burned a
          couple too many molecules off that one
          George.
          
We are in another workroom. Machinist and FITTER are
standing at a waist high table, with various thin sheets of
aluminum.  Machinist picks up another one.

                          MACHINIST
          God! This is a cabin skin. Look. You on
          this side --
                     (holds it edgewise)
          -- on this side: Space... Vacuum!
                    (flips his hand over)
          Vacuum... You!  That's twelve mils.
          Twelve thousandths of an inch of
          aluminum between you and vacuum. That's
          three sheets of my wife's aluminum foil!

                           FITTER
          I get it.

                          MACHINIST
          We're building this thing out of tissue
          paper!


INT. MOCKUP HANGAR -- DAY

CAPTION: "MOCKUP REVIEW DAY"

There are many people wandering about the large hangar area,
all looking and pointing at something off-screen. The
atmosphere is "cocktail party" except that, here, they serve
data packages and performance graphs. It is the final NASA
Mockup Review, Chairman Owen Maynard, presiding.

MAYNARD and KELLY

Both looking slightly upwards, their eyes shifting with
purpose.

                            KELLY
          Well, Owen.  Does it finally look like
          that design you've always had in your
          desk?

                           MAYNARD
                         Ha, right!
                      (searches about)
          Have you seen Herr Doctor Von Braun?

                            KELLY
          He's up in the cabin playing.

Kelly nods his head at the unseen focus of this gathering.
Behind them approaches a man, GEORGE MUELLER, in a severe
suit.  Maynard, turning back, sees him and prepares an
introduction.

                           MAYNARD
                     (arranging himself)
          Here comes Dr. Mueller.

Kelly moves towards MUELLER.

                            KELLY
          Dr. Mueller, I'm Tom Kelly, LEM Project
          Engineer.

The two men shake hands.

                           MUELLER
          Of course I know who you are.

                            KELLY
                      (glances upwards)
          Well, what do you think?

ON MUELLER

We move around him until we see over his shoulder and, at
last, behold the LUNAR EXCURSION MODULE MOCKUP.

POV MUELLER

As we look over the strange craft --

                       MUELLER (O.S.)
          It's Ugly...

We examine the LEM mockup in detail now.  See the landing
gear and.. a ladder!.. going to a new porch.  The triangular
windows give the vehicle a scowling appearance as if it is
not too happy to be a thing of many bumps. The lack of
symmetry doesn't help.

                   MUELLER (O.S.) (CONT.)
          It's cock-eyed... lopsided... and
          unaerodynamic!

ON MUELLER

                       MUELLER (CONT.)
          -- It's ugly.

                        KELLY (O.S.)
          Yes sir --

ON KELLY

                        KELLY (CONT.)
                          (smiling)
          Let me show you the details.

MOCKUP HANGAR and MEN

We FOLLOW them from behind as they get closer to the LEM.
Suddenly the figure of Von Braun appears, backing out of its
"mouth." He turns around on the porch, his hands gripping
the railings, and spots Mueller.

                          VON BRAUN
          George! You have to go inside.  It's
          great!

As MUELLER grabs the ladder, Maynard and Kelly hang back.

                           MAYNARD
                         (to Kelly)
          It's the best mockup I've ever seen.
          Textbook.

CUT TO:

INT. GRUMMAN MOCKUP HANGER -- SAME

Engineer is standing with Chaffee and White at Quad IV, the
right front face of the Descent Stage.  He is holding two
large sheets of shiny material, one silver and one gold.

                          ENGINEER
                   (answering a question)
          This silver-looking stuff is Mylar. We
          make a blanket of twenty five layers of
          it, then wrap the entire vehicle with
          the blanket, on the inside, to isolate
          it from the temperature extremes of
          space.

                           CHAFFEE
          Is that other one real gold?

                          ENGINEER
                  (putting down the Mylar)
          No. It's just a plastic film called
          "Kapton", or "H-film." We deposit
          aluminum on one side.

He crinkles the Kapton.

                          ENGINEER
          Wherever we get high heat we'll put
          this, or maybe "Inconel" or "Pyromark"
          paint... maybe something else.

                            WHITE
          On the outside?

THE LEM QUAD IV THRUSTERS

                       ENGINEER (O.S.)
          We don't know yet.  We're doing shock
          tunnel tests to find out where all the
          jets will burn holes in us.

                        CHAFFEE (O.S)
          So it won't look slick like that?

ON ENGINEER

                          ENGINEER
          When we're through with the
          spacecraft... it'll probably look like
          an unmade bed.


INT. GRUMMAN MOCKUP HANGAR -- SAME

We intrude on an argument near Quad III: SHe tank territory.
Faget is relentless.  Kelly, calm, still with a smile on his
face, expected this.

                            FAGET
          ... know what that SHe tank will do if
          you loose thermal control?!

                            KELLY
          We're engineering the problem, Max.

                            FAGET
          Hey! This is NASA. Do the ambient tanks!

                            KELLY
          This is Grumman.  We'll do the ambient
          tanks.
               (loses his smile for a second)
          If the SHe Tank doesn't work.

Faget turns to Maynard, one of several onlookers to this
action.

                            FAGET
          What do you think, Maynard?

                           MAYNARD
          Faget, let's do the engineering!

                            FAGET
          It's crappy engineering. This is gonna
          be such a pain in the ass!

Faget and Maynard walk away, engaged in Round Four of an old
fight.  Mueller moves forward and extends his hand to Kelly.

                           MUELLER
          Very nice Mockup.
                       (shaking hands)
          Now you have two years to build real
          ones.

Kelly is still smiling.


INT. WHITE SANDS ALTITUDE CHAMBER -- NIGHT

C.U. A MAN'S FACE

Through the face-plate of a strange, YELLOW SUIT. A large
bib extends downward from the viewport of the headgear to
about mid-chest.

We PULL BACK to reveal the altitude chamber in which he is
working. The man, HENRY ICKSTADT, is carefully breaking down
a piece of Oxidizer feed line in a LEM Propulsion Rig.
Suddenly, a brown gas sprays from the connector.

                          ICKSTADT
          There's pressure on that line! En2-Oh4
          is in the chamber!!

ON GAS

We see a brown, gaseous ooze that's rising near his belly.
He leans forward and the helmet bib opens up into the gas
cloud.

                          ICKSTADT
          WHA' ... ?
          SHIT!!... Ah.  AAA!!

ICKSTADT screams.  He backpedals towards the chamber door
but, before he can get there, he is overwhelmed.  He tears
off his helmet just as two men, in similar suits, enter and
grab him.

EXT. WHITE SANDS CHAMBER APRON -- SAME

CLOSE ON ICKSTADT

His face red, his eyes squeezed tightly shut, as he screams
--

                          ICKSTADT
          MY EYES!!..

A jet of water from the SHOWER station hits him full in the
face. The other men pry his eyes open, letting the water
spray dilute the poison that attacks him.  He continues his
screaming.

CUT TO:

INT. WHITE SANDS OFFICE -- DAY

Radcliffe is in a chair in a corner of his office. ASSISTANT
arrives and sits down opposite his boss.

                          RADCLIFFE
                          (morose)
          How is he now?

                          ASSISTANT
          He's probably lost his sight in one eye.
                    (looking at a report)
          This nasty shit just leaks.  It eats out
          through everything!

Radcliffe says nothing.

                          ASSISTANT
          We're turning everything inside out to
          find out why there was pressure in that
          line, Lynn.
                   (taking a deep breath)
          And we still have to do the test
          sequence to support the first flight!
          The deadline is Christmas or we'll delay
          the mission.

Radcliffe holds his head in his hands.

                          ASSISTANT
                     (misunderstanding)
          I'm sure we can do it.

                          RADCLIFFE
                      (shakes his head)
          We hurt a man very badly today...
          We're lucky it wasn't worse.


INT. GRUMMAN DRAFTING ROOM  NIGHT

Young Engineer is working by himself at a drafting table.
Outside his circle of light, the drafting room is dark and
abandoned.

                       YOUNG ENGINEER
                           (flat)
          My God...

He looks desperately at the sheets of drawings and figures
that surround him.  They show a complex spaghetti pattern of
plumbing.  In the bottom right corner of the big DRAWING is
a number beginning with "LDW-280," the LEM Ascent Stage
drawing code.

                       YOUNG ENGINEER
                (slowly, as the first tingle
                of shock begins to settle in)
          That can't be.
                   (staring blankly at the
                     blunder before him)
          You stupid... stupid jerk!

Young Engineer picks up a phone and rotary dials a number,
still staring at his mess.

                       YOUNG ENGINEER
          Could you come to the plant and check
          something for me?
                     (checks his watch)
          Ten twenty... Yeah, it's serious...
          Thanks.

INT. GRUMMAN DRAFTING ROOM -- SAME

Stick is working his slide rule looking up occasionally at
Young Engineer's drafting table.

                            STICK
          That's a big one. How did we miss that
          in the review?

                       YOUNG ENGINEER
          I don't understand. All the details are
          perfect!

                            STICK
          Except the whole thing's wrong.
                 (pointing at a part in the
                          drawing)
          That flange isn't strong enough. When we
          fire the Ascent Engine the pipe could
          rupture from this resonant frequency.

                       YOUNG ENGINEER
          Well that's what's in the test chamber
          at White Sands.
                         (struggles)
          I have to call Kelly.

                            STICK
          Now?

                       YOUNG ENGINEER
          If they fire the engine before we fix
          this, it could cost us a week... weeks!

Young Engineer begins dialing

                            STICK
          That's a million bucks!
                  (a bad idea comes to him)
          How much do you make?

                       YOUNG ENGINEER
                  (listening on the phone)
          Seven thousand... crap! Not there.
                  (He sees into the abyss)
          I'd better call the V. P.

Stick nods sympathetically.

C.U. FINGER

-- Young Engineer's, poised, trembling over the dialer. It
goes in...

INT. GRUMMAN DRAFTING ROOM -- SAME

ON EXEC

Casually dressed, eyes boring --

                            EXEC
          Who's mistake was it?

                    YOUNG ENGINEER (O.S.)
          Mine Sir. Do you want to check the
          numbers?

ON YOUNG ENGINEER

                         EXEC (O.S.)
          I believe you. I'll call White Sands. I
          think we can work this problem tomorrow.
          
He spots Kelly

                            EXEC
          There's Tom now..

Tom Kelly comes running towards the group. EXEC takes him
abruptly aside.

                            EXEC
          Tom, I need to speak with you.

Kelly looks at Young Engineer, who is obviously stricken.
EXEC pulls him away from the two junior men.

                            EXEC
          The LEM's in trouble Tommy.

                            KELLY
          The design is good.

                            EXEC
          Yes, but we have to build it and verify
          your design.
                (pausing, taking real stock)
          You know we have to build fifteen
          perfect LEMs to support the missions.
          But right now, Spacecraft Assembly and
          Test is bogged down. We'd like you to
          get the line moving.

                            KELLY
          No more fun, huh?
                              
                            EXEC
                   (there is a tiny hint of
                  panic in the strong man)
          I'm not sure we can pull this off in
          time.

Kelly manages a curt nod.

                            EXEC
          You'd better take care of this kid.

INT. GRUMMAN DRAFTING ROOM -- SAME

                       YOUNG ENGINEER
          I made a real screw up.

                            KELLY
          Okay.
                (looks at Young Engineer with
                          concern)

                       YOUNG ENGINEER
          Do you... want me off the project?

The words trigger a strange kind of catatonic panic in the
young man.  Bursting into tears would be better.

                            KELLY
          Did you call it or did you try and save
          your ass?

Young Engineer tries to speak but has no response to the
absurd notion.

                            KELLY
          There's your answer.
               (looking into Young Engineer's
                            eyes)
          Go home!

Young Engineer is numb.

                        KELLY (CONT.)
          Get some sleep!
                        (more softly)
          We'll start a complete design review
          first thing... tomorrow morning. See you
          then.

He doesn't see Kelly leave. Somehow Young Engineer begins to
integrate a new data point. He has reached his nadir. It
will make him able to handle what's coming up.


INT. WHITE SANDS BLOCK HOUSE -- DAY

C.U. MONITOR

Showing the backside of a LEM Ascent Stage test rig, its
engine poised over a nine foot diameter gate. We HEAR the
muffled vibration of the high pressure Steam System as it
sucks the air out of the test chamber, two hundred feet
away.

ON TEST CONDUCTOR

                       TEST CONDUCTOR
          Three Two One, ..okay.. IGNITION!

C.U. MONITOR

The base of the engine bell shakes slightly, then emits a
pale  brownish plume into the steam of the vacuum gate.

INTERCUT BETWEEN:

the consoles, monitors, and several men wearing headsets, as
they check systems and do their serious, all-consuming ten
seconds.

                         CONTROLLER
          HUNDRED PERCENT!!

                       TEST CONDUCTOR
          okay.. okay.. STOP!!

                         CONTROLLER
          SHUTDOWN!!

                       TEST CONDUCTOR
          ..'kay let's get this baby safed.

                          RADCLIFFE
          How are we doing Bill?

                       TEST CONDUCTOR
          Vehicle is safe.

                          RADCLIFFE
          All right. Alright! Good job.
                  (looking at his schedule)
          We're getting there!


DISSOLVE TO:

INT. GRUMMAN S/CAT -- EVENING

CAPTION: "GRUMMAN S/CAT: JANUARY 27, 1967"

White walls, white smocks, and white scaffolding define this
area -- the Spacecraft Assembly and Test Bay.  Here is where
the star of our piece is being built and checked. The faint
ECHOS of great activity all around give us a feel for the
size of the place. Kelly and Radcliffe, in hats and smocks,
are walking near a test cell.

                            KELLY
          Everything is late Lynn. We're supposed
          to test LEM One in orbit in three
          months. If it works, then we fly LEM Two
          in the summer... with astronauts
          onboard!
          
                          RADCLIFFE
          Who'll fly it first?

                            KELLY
          Probably McDivitt.

He spots some activity nearby and shakes his head.

                            KELLY
                          (annoyed)
          We've got people wasting time in these
          complicated procedures. Everybody's
          working on each vehicle like we're
          building cars in a factory.

Radcliffe is silent, strolling beside his friend.

CUT TO:

INT. GRUMMAN S/CAT -- SAME

C.U. LEM WINDOW

Through its protective plastic we can see a GRID painted on
both panes of glass. We PULL BACK as a pair of white-gloved
hands remove the black cheek panel. Crinkled, bright yellow
Kapton, covers everything beneath.  TECH starts digging
around the thermal blanket, unable to locate a fitting.

                            TECH
          Damn blankets...
          
                      CABIN TECH (O.S.)
          Hi, Clayton.

Tech looks up --

POV TECH

-- just as a pair of feet begin to disappear into the LEM's
front hatch.

C.U. CABIN TECH'S FEET

-- clad in big boots!  The required bootie covers can't hide
the serious nature of this footwear.

                            TECH
          Are those BOOTS?!! Are those boots you
          got on?
          
                      CABIN TECH (O.S.)
          It's winter!
          
                            TECH
          You may as well bring a pair of
          sledgehammers into the cabin. You could
          kick in the walls with those
          clodhoppers!
          
                         CABIN TECH
          I'm careful.
          
                            TECH
                       (sees someone)
          Well, just stay there.  Here comes
          Kelly!


CUT TO:

INT. GRUMMAN S/CAT -- SAME

Kelly and Radcliffe, absorbed in conversation, wander over
to the "guard" DESK of the Test Cell.  We see a sign - "LM-3
THIS IS A MANNED VEHICLE."  White girders envelop the
spacecraft and, where braces extend below head height, they
are covered in red "goalpost" cushions.  The LEM looks like
it has been torn into by a shark.  Kapton and Mylar blankets
are taped back from holes in the thin aluminum structure.

There are DESKS running down the side of the cell, on which
rest massive VOLUMES about how to fit the million LEM bits
and pieces together. Behind the desks, buried within GROUND
SUPPORT EQUIPMENT, is a little nook -- with a COT. Kelly
spies a body, fully smocked, lying asleep on the cot. Kelly
goes to DESK TECH nearby.

                            KELLY
          Who the hell's that?

                          DESK TECH
          We're doing tests and, ah.. that's "Bed
          Bug."  The astronaut.

                            KELLY
          Fred Haise? Nobody goes home around
          here!
                    (goes over to HAISE)
          Freddo!  Hey Fred!

Haise looks up.

                            KELLY
          Go home!

                            HAISE
          We're not going to make it Tommy.

                            KELLY
          We'll get you to the moon.

A phone RINGS somewhere, then several others. There begins a
MURMURING that swells to a COMMOTION thoughout the Bay. The
phone near Desk Tech RINGS.

                          DESK TECH
          Oh, God! Just a second.
                        (looking up)
          Tom? There was a bad fire at the Cape.
          They think the Apollo 1 crew is dead!

Everyone is stunned. Haise, grim, throws his hat off and
runs out.


INT. NASA HOUSTON EXECUTIVE OFFICE -- DAY

Kelly and Young Engineer are sitting in front of APOLLO
BRASS, NASA Brass, and Maynard. This is the government
version of Grumman's executive office -- less cozy. Maynard
is to one side of his NASA bosses. His center of gravity is
more with Kelly.

                        APOLLO BRASS
          You're late!  But... because of the
          fire, you are no longer officially
          holding us up. However. Once we get the
          Command Module fixed and fire-proof, I
          still see you preventing us from landing
          on the moon within the deadline.

                            KELLY
                          (calmly)
          Listen.  Let's keep LEMs One and Two in
          flow and forget about doing all the fire
          protection to them.  We can do the
          changes starting with LEM Three.  Man-
          rate it, and on down the line. That way
          we'll fly the unmanned test with LEM One
          at the beginning of next year and have
          LEM Two ready if we need a second test.

                        APOLLO BRASS
          I'm very unhappy.

                         NASA BRASS
               (looking at Kelly and Maynard)
          One more thing: We don't call it the
          Lunar Excursion Module anymore. It's
          just the Lunar Module. El Em. There will
          be no excursion.  It will land.


EXT. NASA HOUSTON WALKWAY -- DAY

Kelly and Young Engineer are hustling through the winding
cobble WALKWAYS of the Manned Spacecraft Center "campus."
Their goal is straight ahead but there are no beelines here.

                       YOUNG ENGINEER
          What the hell do they want?  We got
          started more than a year after everybody
          else.
                     (he gets no reply)
          Man! The fire saved our asses!

                            KELLY
          It saved the program..
                  (looks at Young Engineer)
          ..and don't ever say that again!


INT. NASA HOUSTON SPAN -- DAY

ON KELLY

wearing an old-fashioned gray HEADSET, mike boom swiveled
up, listening intently to the Mission Control loop.

ON MAYNARD

intent, listening.  His HEADSET is a new, lightweight sexy
number.

SPAN ROOM

We see the two men sitting on swivel chairs. They are in
ANOTHER big design room with tables except that everyone has
HEADSETS.  It seems to be a poor man's Mission Control.

CAPTION:  "LM-1 -- FIRST FLIGHT -- UNMANNED"

CAPTION:  "JANUARY 22, 1968"

                 MCC - HOUSTON (O.S.)(RADIO)
          Are we ready on the DPS burn? Countdown!
          Two seconds... okay we're burning!
          Thrust is building...  a bit too slow...
          
                            KELLY
          Oh no, that damn...

                MCC - HOUSTON (O.S.) (RADIO)
          SHUTDOWN!

                            KELLY
          Goddamn it!

CUT TO:

INT. NASA HOUSTON PRESENTATION ROOM -- DAY

POV KELLY

The somber faces of NASA senior engineering management greet
Kelly as he enters his judgment room. They include NASA
Brass, Apollo Brass, George Mueller, and Max Faget. Maynard
is at the front with Kelly.

ON MAYNARD

                           MAYNARD
          I think that if you do the analysis you
          will agree with us that Lunar Module One
          passed all of its tests, except for the
          first burn, and that we don't need to
          fly Lunar Module Two.

                        APOLLO BRASS
          Why don't you let us make up our own
          minds.  Give us your presentation.

POV KELLY

As he slowly scans the room of tough nuts and begins the
defense of his work, his "LEM":

                        KELLY (O.S.)
          Well the onboard computer shut down the
          first burn because the Supercritical
          Helium tank, the SHe tank, didn't warm
          up fast enough. Therefore it couldn't
          pressurize the propellant and produce
          thrust within the guidance computer's
          programmed time window. If we'd had an
          astronaut onboard he could have easily
          overridden the computer and kept it
          going.  We've added a small ambient
          Helium start bottle to solve that
          problem and, as I'll explain, every
          other burn and all of the systems worked
          pretty well after that.

ON KELLY

Smiles.

ON ROOM

Cold stares back.

ON KELLY

                            KELLY
          El Em Three is next.

ON KELLY

As we slowly pivot around him, he is hit by a barrage of:

                        VOICES (O.S.)
          What about the:
          ...Ascent Engine Injector!
          Stress Corrosion!
          ...Wire Gauge!
          Autopilot Mismatch!
          Thermal Blanket holes!
          ...Heat Exchanger!...

                            KELLY
                 (shouting over the hubbub)
          LEM Three is next - with men!


INT. NASA HOUSTON BLDG. 5 -- DAY

We FOLLOW JIM MCDIVITT as he strides, as well as his space
suit will let him, down a sterile HALLWAY. He cuts through a
row of computer CABINETS and finally arrives at the COMMAND
MODULE simulator station. He is pissed.

                          MCDIVITT
                        (to TRAINER)
          You're telling me that we still can't
          run our procedures?

                           TRAINER
          Jim, the Apollo Seven crew's still
          workin' a problem.

                          MCDIVITT
                           (cold)
          Very well.

POV TRAINER

We watch the back of McDivitt as he waddles away with a
purpose.

ON DEKE SLAYTON

rounding a corner. He stops.

                           SLAYTON
          Jim!

ON MCDIVITT

                          MCDIVITT
          Deke! Too bad you bumped into me.

MCDIVITT AND SLAYTON
                              
                           SLAYTON
          What do you mean?

                          MCDIVITT
                    (cold the whole way)
          You are about to lose your Apollo 8
          commander.

                           SLAYTON
          What?

                          MCDIVITT
          My crew can't get ready to fly our
          mission.  Schirra's keeping all the sim
          time.

                           SLAYTON
          It's a big flight, Jim.  He's gonna get
          us back on track.

                          MCDIVITT
                   (finally showing life)
          Our flight is a big one. Complex!  There
          are two spacecraft to coordinate for the
          first time! At this moment I can't
          guarantee I'll deliver a competent crew.

                           SLAYTON
          Okay.
                        (looks back)
          I need to talk to you anyway. You may
          get more time.


INT. NASA HOUSTON SUIT ROOM -- DAY

In the astronaut's "locker room" -- instead of sneakers and
towels there are bits of suit lying around as the three
astronauts clean up after their training session.

SCHWEICKART is a lean man with short, bright red bristles
for hair. He is still in his "space" underwear, flipping a
suit glove that has the name "SCOTT" on it.

SCOTT is perfect.  If you could pick from God's bin of
attributes at birth, you would be this man. He has already
taken care of business -- he is clean and casually dressed.

MCDIVITT is still in his "pigga," minus helmet and gloves,
talking on a phone about the sim they managed to squeeze in.
He puts the receiver down and waits, assessing his crew.

                          MCDIVITT
          We've got a choice guys.  Do you want to
          be the first around the moon or the
          first to fly the LEM?

He gives his crew a couple of seconds to assimilate this
cryptic and threatening question.

                          MCDIVITT
          We all know our LEM is late... So
          they're bumping it back to Apollo Nine.
          If Apollo Seven is successful they're
          sending Dave's Command Module to the
          Moon.
                   (with some trepidation)
          The question I pose to each of you is:
          do we want to go with it -- or give it
          to Borman?

McDivitt's gaze goes straight through Scott.

ON SCOTT

                            SCOTT
          Why are you looking at me?

                       MCDIVITT (O.S.)
                       (with feeling)
          You've put your guts into that ship.

                            SCOTT
          Well..

He takes a deep breath, running through the consequences:
Lovell probably has made a mess out of CSM 104. But perhaps
he has time to clean it up, make it like his ship, CSM 103.
Perfect.

                        SCOTT (CONT.)
          ... Borman is gonna be glad for that.

ON SCHWEICKART

grinning broadly, still an LMP!

                         SCHWEICKART
          Yah!! He'll be famous!

                          MCDIVITT
          Alright!  We'll keep the test pilot's
          dream flight and let Borman get the
          glory.

They nod with satisfaction, but the mood needs a bit more of
a lift.

                          MCDIVITT
          Why don't we settle our names?

This is their big joke of the mission.

                          MCDIVITT
          Is "Gumdrop" still okay for the Command
          Module?

                            SCOTT
                            Yep.

                          MCDIVITT
          And the LEM?

                    SCHWEICKART and SCOTT
                         (in unison)
          "SPIDER"!

                         SCHWEICKART
          Jim, you know we'll be three spacecraft
          at one point.  When I'm in the suit on
          the backpack and everything, I'm a
          separate ship.

                          MCDIVITT
          Oh I see. Who's your commander then?

                         SCHWEICKART
                         (chuckles)
          No, we need one more name.

                          MCDIVITT
          Ha! That's easy!! "Red One."

                            SCOTT
          I got a good name for you, Rusty.

DISSOLVE TO:


EXT. NASA KENNEDY SPACE CENTER -- NIGHT

We are on a roadside leading to Pad 39A. We HEAR the sounds
of Merritt Island swamp-life as we look towards the Saturn 5
Launch Vehicle three miles away. Even the haze of mosquitoes
can't diminish this moment of Mystery. A shaft of clean
light fans upwards from the pad and casts a thin pencil
shadow on a passing cloud. A hundred such beams pause on the
pure white skin of the rocket, then bend out over the
horizon.

CAPTION: "LAUNCH VEHICLE CLOSE-OUT -- APOLLO 9"

CAPTION: "MARCH 2, 1969"

A car drives by with pad workers.  Barely audible are the
constant echoing calls that hector them, even from this
distance:

                   VOICE (O.S.) (SPEAKERS)
          ... STAN WILKES, BOEING, call your OPS
          at TWO FIVE FIVE... BILL DAVIS,
          MCDONNELL, SEVEN TWO NINE...

CUT TO:

INT. PAD 39A, LEVEL 280 -- SAME

C.U. A MAN's LIPS

As they gently kiss a plastic BAG.  We PULL BACK to reveal
Grumman KSC Manager GEORGE SKURLA in clean room attire.
Through its bagging, he touches the front HATCH for the
first manned Lunar Module.

                           SKURLA
               (quietly)
          Good luck...

We FOLLOW two Grumman Pad techs, PAD LEADER and PAD TECH, as
they take the hatch and carry it to a small open PORT on the
side of the Spacecraft/LM Adapter. PAD LEADER brushes a spot
on the bag.

                         PAD LEADER
          George just kissed the hatch.
          
                          PAD TECH
          Hope it helps.
          
                       SPEAKER (O.S.)
          ... GEORGE SKURLA, GRUMMAN, call NASA
          ONE THREE EIGHT...

CUT TO:

INT. SPIDER -- SAME

POV LGC

From the back of the midsection, looking forward over the
engine cover, the LM Guidance Computer (LGC) has a "view" of
the final proceedings before launch.  The two front windows
look out into the angled coppery walls of the adapter
section. The hatch opening is still without its hatch.

We stay here, sharing this PRESENCE that the entire machine
embodies.  The years of great and careful effort by
thousands has congealed into this shape, this ability: to
fly our imagination to the moon.

DISSOLVE TO:

INT. SPIDER -- SAME

POV SAME

Fred Haise in cap and coveralls is crawling through the
square hatch opening. In his hand is a small BOOK with three
silver rings.  He sands up, stares at "us" and elsewhere,
obviously wishing to find a place he could stow himself
away.

                         BEAN (O.S.)
          Hey Freddo! Fred! Do you have my Close-
          Out Checklist?

                            HAISE
          Yes, Al.
          
                         BEAN (O.S.)
          Don't start setting any switches.
          That's my job!

DISSOLVE TO:

INT. SPIDER -- SAME

POV SAME

A white-gloved HAND, belonging to Pad Tech, is closing dome-
fasteners immediately to our right. The hand moves away to
reveal a man with a HASSELBLAD camera and flash unit,
PHOTOGRAPHER, who now aims it in our direction and FLASHES a
shot, blinding us.  Pad Tech then pulls away the Flight Data
File covers, to our left, checks the BOOKS, and returns the
covers. Photographer shoots that and then moves away.  When
Photographer's head is turned, Pad Tech sees something at
the File and smoothes it down.  Photographer turns and looks
at Pad Tech.

                        PHOTOGRAPHER
                        (accusingly)
          Did you touch that again?!
          
Pad Tech smiles sheepishly. Photographer focuses on the File
once more and FLASHES.

DISOLVE TO:

INT. SPIDER -- SAME

POV SAME

Pad Leader, on his hands and knees, is checking the lip of
the now installed front hatch.  Satisfied, he slowly pulls
it tight against the frame gasket, leaving us in darkness.
We HEAR the door latch locking.

CUT TO:

INT. NASA HOUSTON SPAN -- DAY

Maynard is sitting at the table, plugged into the
controller's loop.  He sees Kelly walk in and gets up to
greet him.

                           MAYNARD
          Welcome back to SPAN, Tom!

                            KELLY
                       (ambivalently)
          It's nice to be where the real action
          is.

Maynard laughs. Kelly dumps a huge tome, the "Spacecraft
Operational Data Book," on the table beside Maynard and gets
himself hooked up.

                            KELLY
          I need a better loop into Mission
          Control this time, though.

                           MAYNARD
          They'll call us if something blows up.

                            KELLY
          If that happens I'll call Long Island.
          We've got a great support room now.

                           MAYNARD
          Hope we don't need it. I'd like to just
          watch.


INT. GRUMMAN DESIGN ROOM -- SAME

Twelve engineers are sitting around the table, some with
comm HEADSETS, others just studying flight DOCUMENTATION.
The weight chart and other design-related wall dressing is
replaced by Apollo 9 mission SCHEMATICS. We HEAR the last
stages of the countdown coming from two small SPEAKERS:

                          SPEAKERS
           ".. will be handled by the onboard
          computers.. twenty seconds.."

                          ENGINEER
                     (entering the room)
          How's everything holding up?

                           MANAGER
          Your SHe tank is right on the limit.

                       YOUNG ENGINEER
          SHeee....

                          SPEAKERS
           "fifteen... fourteen... thirteen..."

CUT TO:

INT. GRUMMAN WORKROOM -- SAME

The blue collar Grummies are hunched around a T.V. set in
their "garage."

                         OLD GRUMMIE
          C'mon bay-bee!!
          
                            T.V.
          "twelve... eleven... ten..."

CUT TO:

INT. GRUMMAN S/CAT -- SAME

The LM test stand is covered with "white smocks", sitting
anywhere they can.  We HEAR the reverberations of the
Assembly Bay Speakers:

                          SPEAKERS
          " ignition sequence start... the engines
          are coming up to full power.. three.."

CUT TO:

INT. NASA HOUSTON SPAN -- SAME

ON MAYNARD

                          SPEAKERS
          " two... one ... zero!!"

ON KELLY

                          SPEAKERS
          " Liftoff !! .. Liftoff on Apollo
          Nine!.."


CUT TO:

EXT. SKY OVER COAST OF FLORIDA -- SAME

We float peacefully at 22,000 feet.  Time: Eleven hours,
zero minutes, fifty eight seconds, Eastern Standard.

Suddenly, one mile in the distance, the rising Saturn 5
rocket slashes the sky. Shrouded in a shock wave, trailing a
500 foot sun-bright FLAME, the great ship is just breaking
the sound barrier. Our view, reacting a bit late, TRACKS the
stangely QUIET rocket as it steaks by.

Immediately we are hit by the tremendous force of the shock
front and are overwhelmed by a CRACKLING ROAR. The noise
stays with us, even as the flame quickly dims to a small dot
high above.

MUSIC begins and continues through LM ACTIVATION.

CUT TO:


EXT. SPACE -- IN ORBIT -- DAY

The sky goes from deep blue, to black, in a matter of a few
seconds as we move, fast, through the layers of atmosphere.

We are 120 miles above the Atlantic going at 17,400 mph,
just ahead of the Apollo 9 stack.  We see the Saturn Third
Stage which is still firing its single engine. It is
catching up.

We pan right to left, leaving the vehicle and crossing the
deep black background until the sun is directly overhead --
orbital noon.

HOLD

In seconds, Apollo 9 has caught up to us. It passes below
the sun, its engine emitting a thin rooster tail of white
exhaust. Just before it leaves our view, the engine shuts
down in a spray of fine particles.

SLOW DISSOLVE TO:


EXT. SPACE -- SEPARATION -- DAY

THE SIVB THRUSTERS

Jets of orange gas pop from the booster attitude control
module in a final correction to nudge Apollo 9 into place.
We PULL BACK, PAN and TRACK up the side of the Stage until
we HOLD, looking straight up the Radius Vector into deep
space -- the attached SLA Adapter and "Gumdrop" Command
Service Module is in the foreground, from an oblique angle.

There is an INAUDIBLE shake at the interface. A ring of
explosive bolts severs Gumdrop's grip on the adapter and the
spacecraft slowly moves away, aided by a three second burst
from its aft facing jets.  We can see into the little
nozzles as they fire.

For several seconds the CSM creeps away at a half foot per
second. Just before this gets tedious, the foreground
EXPLODES in a frenzy of bright particles. The SLA PANELS
split into four and open up like a giant mechanical flower.
Each petal pivots about its base until it flips away from
the lower SLA section in slow motion.

Flakes of ice prism the sunlight into flashes of yellow, red
and blue. Through this spectacle, just over the lip of the
SLA section, we can see a bit of the silver and black skin
of "Spider."

CUT TO:


EXT. SPACE -- 250 FEET FROM APOLLO 9 -- DAY

The spacecraft and Third Stage are in the distance.

Forty seconds after the SLA panel jettison, Gumdrop is
twenty feet from the stack and is pitching around. Suddenly,
it becomes obvious that something is coming at us!

Panel Two of the SLA, tumbling slowly, grows to fill the
view! It just passes beneath us, rotating to slide by on its
stately path to oblivion.


SLOW DISSOLVE TO:


EXT. SPACE -- DOCKING -- DAY

We are at the other side of the adapter section, looking
once more up the Radius Vector into space. Gumdrop is
gliding silently  towards Spider with the probe on its nose
extended. Five feet from capture, we begin to TRACK up the
side of the SLA section, TILTING down as we go, to HOLD on a
C.U. of the SLA/Spider attach pad, waiting for impact.

C.U. SLA/LM INTERFACE

-- shaking from the insertion of Gumdrop's docking probe.
There is a pause. An unseen thruster plume impinges on the
edge of a thermal blanket nearby, causing it to ripple.
Again violent shaking occurs, this time evidence of a hard-
dock, out of view, between Spider and Gumdrop.

SLOW DISSOLVE TO:


EXT. SPACE -- EXTRACTION -- DAY

C.U. +Z SLA/LM PAD

-- at the front of the LM. We see the rim of the Adapter
Section and the pad, one of four at each apex of the LM's
outriggers which are tied to the rocket. The holddown strap
is explosively severed in a soundless concussion, and spring
thrusters gently push the two spacecraft away from the
Saturn.  In the slanting sunlight we PULL BACK to gradually
reveal, for the first time, Lunar Module Number Three.

It looks serious, even menacing. The goofiness has been
burned away by years in the crucible.  Anodized aluminum and
black inconel panels define the faceted Ascent Stage.
                              
The Descent Stage indeed looks like an unmade bed. Pyromark
painted blankets, cover the sides and top deck.  Taped to
some of these black sides are sheets of crinkled,
transparent Kapton which gleam in the setting sun.

Finally, its Descent Engine and its legs, tucked up beneath
it, come clear of the SLA, just as Spider fills our view.
We continue to PULL BACK until the entire connected ship,
Gumdrop and Spider, is visible against the dark of space.
The light dims, turning from golden to red. In an instant
the craft disappear... and yet...

Gradually the shape of the dual ship becomes apparent again.
Stars emerge through the dark until the sky is full, a
brilliant backdrop which silhouettes the spacecraft.

SLOW DISSOLVE TO:


INT. SPIDER  -- NIGHT

POV LGC

We are with that PRESENCE again, looking past the engine
cover to the front windows. Moonlight streams into the cabin
giving it an eerie, cool glow. We HEAR a slow hiss that
becomes pronounced. Oxygen, from the Command Ship, fills
Spider's body.

MUSIC ENDS

SLOW DISSOLVE TO:


INT. SPIDER -- LM ACTIVATION -- DAY

POV LGC

The cabin is bright and quiet. In this silence we slowly
INTERCUT static scenes of:

THE RIGHT HAND LMP STATION

-- the window with its crash bar mounted across it. To its
right, a wall of circuit breakers.

THE FLIGHT DATA FILE

-- as we HEAR, once more, the hissing of oxygen beginning to
repressurize Spider.

THE INTERIM STOWAGE BAG

-- clipped over the main instrument panel. A new SOUND of
electrical activity, followed by a loud BUZZING noise begins
to permeate the cabin.

THE LEFT HAND WINDOW

-- from the Design Eye, looking through the Landing Point
Designator grid.  The blue glow of the earth's atmosphere
drifts up from the window's lower edge.

THE PORTABLE LIFE SUPPORT SYSTEM BACKPACK

-- clamped in its stowage behind the Commander. We HEAR
faint THUMPINGS and a barely audible pattern of a
CONVERSATION in the background.

THE TWO EVA HELMETS

-- enclosed in bags on the floor. A metallic SOUND back in
the tunnel comes through -- and a muffled VOICE:
                              
                      SCHWEICKART (O.S)
          ...I've got it now Jim.  Standby.

THE UPPER HATCH

It swings to the side, in front of the LGC and other
equipment mounted on the rear bulkhead.  Schweickart floats
headfirst down through the open hatchway. He pauses,
inverted like a bat, with his head nearly touching the
engine cover. He begins to twist around.

POV SCHWEICKART

We are now a "weightless" viewpoint.  We lazily roll 180
degrees while bouncing left and right, and move towards the
window.

THE LMP STATION

-- with a side view of Schweickart approaching his place. As
he nears the LMP window, he stretches his head to see below
the sill.

POV SCHWEICKART

The bright blue Earth horizon becomes visible... upside-
down!!

                     SCHWEICKART (O.S.)
          Oops...
          
THE LMP STATION

Schweickart's brain sends him a panic alert: you're
poisoned! He flails about for a baggie, rearing back out of
our view.

                      SCHWEICKART (O.S)
          MMMRAAAAAHH!  BYYEEEEERRRKK!!

He tumbles, torqued by his throwing-up. His feet flip across
the wall of circuit breakers.

                     SCHWEICKART (O.S.)
                (breathing hard, smacking his
                            lips)
          Damn.

CUT TO:


INT. SPIDER -- CHECKLISTS --DAY

ON MCDIVITT

-- in his "office" at the Commander's Station. Our view is
gently drifting and turning. McDivitt is against a backdrop
of his own bank of circuit breakers. The window, crash bar
and controllers are to our right. In McDivitt's hand is a
small book with three rings titled "LM ACT. CHECKLIST."

                          MCDIVITT
          Boy, it's really noisy in here! That's
          gotta be more than the glycol pump.

No answer from his co-pilot. He turns to the breaker panel.

                          MCDIVITT
          Okay, Circuit Breakers -- Pings: IMU
          Operate -- open; EPS: cross tie bus --
          open; ASC ECA Control -- open; Inverter
          1 -- open and the FDAI power talk-backs
          are -- off.
                      (takes a breath)
          And Step 25 of the LM Activation
          checklist is done.
                         (folds it)
          Man am I hungry!
                   (turns to Schweickart)
          Could you dig out a wet-pack for me,
          Rusty?

Rusty's immediate reply is another rib-busting retch:

                      SCHWEICKART (O.S)
          EEERRAAAACCKKKK!!

McDivitt's eyebrows raise up a notch.

CUT TO:

INT. SPIDER -- CONFERENCE -- SAME

We are "weightless" again, looking at Schweickart hovering
over the Ascent Engine cover.

ON SCHWEICKART

Gloomy.

                       MCDIVITT (O.S.)
          Houston, Apollo Nine...

                         SCHWEICKART
          You're going to cancel Red Rover aren't
          you?

                       MCDIVITT (O.S)
          You can't go out.

                  MCC-HOUSTON (O.S.)(Radio)
                           (Deet)
          Go ahead, Jim...
                           (Deet)

                         SCHWEICKART
          I'll feel better.

ON MCDIVITT

                          MCDIVITT
          Ah, right now he wouldn't be able to go
          out, Houston.  I don't know how he'll
          feel tomorrow.

ON SCHWEICKART

Expecting the bad words. It can't make him feel much worse
anyway.

                  MCC-HOUSTON (O.S.)(Radio)
                           (Deet)
          Roger copy. Ah.. ah..
                        (Deet)(pause)
                           (Deet)
          We'll get the Flight Surgeon, Jim.
                           (Deet)

ON MCDIVITT

Analyzing the situation, looking at his LMP.

                     SCHWEICKART (O.S.)
                    (without conviction)
          I'm sure I'll feel better tomorrow.

SLOW DISSOLVE TO:

EXT. SPACE -- SUNRISE LEG DEPLOY -- MORNING

Against the shadowed earth, Gumdrop/Spider glides silently.
Very bright sunlight pulls the ship into high relief, its
folded legs sparkling. From the right, a pattern of cloud
decks, red and orange with the early sun, starts to reel by,
120 miles below.

Without warning, the LEM landing gear snaps open. After a
pause, four thin probes rotate down beneath the foot pads
and lock.

SLOW DISSOLVE TO:


INT. SPIDER -- SPACEWALK -- DAY

CLOSE ON MCDIVITT

-- through his helmet.

                  MCDIVITT (I/C (intercom))
          Red Rover!
                         (big grin)
          Are you ready Red Rover?

                  SCHWEICKART (O.S.) (I/C)
          Oh yeah.

                       MCDIVITT (I/C)
          Should I call you Green Rover?

POV MCDIVITT

-- as he moves right up to check Schweickart's "gills."  He
is intercepted by the snap of a sun visor coming down. It's
now his own face he sees reflected in Schweickart's mirrored
helmet.

                      SCHWEICKART (I/C)
          Jim, I feel great!

ON MCDIVITT

                       MCDIVITT (I/C)
          We don't want you pukin' in your suit!
          Okay,let's see if I can't get this hatch
          open.

POV LGC

The astronauts, big in their pressurized suits, bang around
in the tiny area. Schweickart's backpack slaps into the
forward bulkhead as he gets ready to leave this little
burrow.

CUT TO:

EXT. SPACE -- RED ROVER -- SAME

THE HATCH

-- recently kissed, coming open. There is a little flurry of
ice flakes.  Then a pair of legs emerge and flap around.

                   MCDIVITT (O.S.)(RADIO)
          You okay, Red Rover?

THE PORCH/WINDOW

                     SCHWEICKART (RADIO)
          Just getting in the slippers.

The astronaut, connected by a thin tether, awkwardly slips
his feet into the gold painted foot restraints that are
bonded to the porch.

SLOW DISSOLVE TO:


INT. SPIDER -- SPACEWALK -- LATER

POV MCDIVITT

-- looking at Schweickart through his window.

                     SCHWEICKART (RADIO)
          Dave! Come out, come out where ever you
          are!

                    SCOTT (O.S.) (RADIO)
          Just a minute. The camera's jammed.

                     SCHWEICKART (RADIO)
                     (facing the window)
          What do I do now boss?

                       MCDIVITT (O.S.)
          Just look around.

                     SCHWEICKART (RADIO)
          That's not on the checklist!

We see Schweickart look back up for his playmate, then
return to face his Commander.

CUT TO:


EXT. SPACE -- RUSTY -- SAME

POV SCHWEICKART

-- inside his helmet, looking right at McDivitt.  We HEAR
the hissing of oxygen and Schweickart's regular breathing.
"Our" gloved hand moves along the emergency transfer
handrail, stopping at a stanchion.  There is a small
luminescent disk embedded in the rail, and down one side are
numbers: "LDW-280-23634."

Everywhere on this craft, every piece is stamped with this
pedigree: from drafting table, through machining and
assembly, to space.  To here.  These are the numbers that
will save Schweickart and his mates.

"Our" finger pokes the front shield panel by the C-band
antenna and it dimples. We look up slowly, see the
Rendezvous Radar still locked in place, see the Command
Module with its strips of shiny tape, and on, past the
cylinder of the Service Module to the EARTH...

The breathing catches.

We finally see the huge sphere.

ON SCHWEICKART

-- from the hatch, his body alone against the black of
space.  He stretches back and looks to his right.  Reflected
in his gold visor we can see the globe.

POV SCHWEICKART

-- on the curving Earth, brilliant against deep infinity. We
slowly pan across the entire horizon.

The Earth -- Nature -- has, ineffably, expressed a way to
see itself.  Schweickart feels this awareness, as if he were
conscious for the first time. It shows in his breathing.

ON SCHWEICKART

-- Universe behind him, Home before him.

                   MCDIVITT (O.S.)(RADIO)
          Hey, Rusty. You'd better start coming
          back in.
          
                     SCHWEICKART (RADIO)
                      (breathes again)
          ...Okay.

CUT TO:


EXT. SPACE -- BEAUTY SHOT -- DAY

From a distance, Gumdrop, Spider and Red Rover move across
the cloud patterns below.

SLOW DISSOLVE TO:


INT. SPIDER -- DAY

ON SCHWEICKART

He is in his suit, without visor and backpack, anchored by
restraint straps and Velcro to the floor of his station.

ON MCDIVITT

-- also wearing his suit. He scans the instruments and bends
backwards, looking up through the overhead rendezvous
window.

                      MCDIVITT (RADIO)
          5 seconds undock...MARK! 3.. 2..
          
CUT TO:

EXT. SPACE -- RELEASE -- SAME

Seen from the side, Gumdrop is ready to "drop" Spider to the
earth.  Nothing.  In the quiet we wait.  Still nothing.

CUT TO:


INT. SPIDER -- RELEASE -- SAME

ON MCDIVITT

                       MCDIVITT (I/C)
          Okay, we -- we're hanging on to the end
          of the probe, Rusty.
          
POV LGC

                    SCOTT (O.S.) (RADIO)
          Houston, got any suggestions?
          
                  MCC-HOUSTON (O.S) (RADIO)
                           (deet)
          We're copying all that, Gumdrop and
          Spider. Stand by.
                           (deet)

Schweickart and McDivitt look at each other.

                      SCHWEICKART (I/C)
          We're captured.
          
                       MCDIVITT (I/C)
          We're all right.
          
                      SCHWEICKART (I/C)
          ... we're - we're solid. You could
          really..
                              
There is a jarring.

                    SCOTT (O.S.) (RADIO)
                       (interrupting)
          You're free!
          
                     SCHWEICKART (RADIO)
          I'm free?
          
                     SCOTT (O.S.)(RADIO)
          Roger.
          
                     SCHWEICKART (RADIO)
          What did you do?
          
                     SCOTT (O.S) (RADIO)
          Oh... Went to the old memory and put a
          cycle on the switch, and you look like
          you're free.
          
                      MCDIVITT (RADIO)
          Okay, great!
          
DISSOLVE TO:


EXT. SPACE -- PIROUETTE -- DAY

Against the blue of the earth, we fly silently with the LEM
as it begins to pitch up.  We revolve slowly around Spider
until we are behind it and see the Command Module 60 feet in
the distance.

After a moment, four sideways jets on Spider fire a half
second burst. Locked together, we turn with the spacecraft
as it pirouettes in front of Gumdrop.

The Command Ship rotates left, out of view, to be replaced
by a full moon coming into the scene from the right.  As it
reaches near-center, we HOLD on the moon, releasing Spider
to spin delicately off-screen.

SLOW DISSOLVE TO:


EXT. SPACE -- BURN -- DAY

Small, quick jets of gas orient Spider into line with an
imaginary vector in space.

CUT TO:

INT. SPIDER -- BURN -- SAME

C.U. DSKY

-- the computer display is flashing green numerals in its
six windows.  One number is counting down, passing 13..12..

                    MCDIVITT (O.S.) (I/C)
          Ten seconds...
          
THE PLUS X BUTTON

-- McDivitt's gloved thumb ready.
                              
                  SCHWEICKART (O.S.) (I/C)
          Eight.. Ullage -- ON.

The thumb goes in.  Four jets thrust with a loud, high
frequency vibration that penetrates the thin walls.

                    MCDIVITT (O.S.) (I/C)
          Okay.
                              
THE DSKY

-- flashing "99  40" as the countdown passes 5..
Schweickart's finger pushes the "PRO" button firmly... 4
..3..
                              
                  SCHWEICKART (O.S.) (I/C)
          Okay, and Enter.
          
PANEL 3 SWITCH

-- with a silver knob, gripped in the thumb and forefinger
of McDivitt --

                    MCDIVITT (O.S.) (I/C)
          Engine Gimbal -- Enable.
          
He throws it. We FOLLOW the hand as it moves up the panel,
past the "ABORT" buttons and rests near the "THRUST"
indicator.  The two needles jiggle, one before the other,
accompanied by a low "thrumming" in the cabin.
                              
                    MCDIVITT (O.S.) (I/C)
          Okay. Light -- there it is.
          
The T/W indicator needle barely registers a "G" load.

                  SCHWEICKART (O.S.) (I/C)
          Okay, Ullage -- OFF.
                              
THE PLUS X BUTTON

-- released. The steady vibration is replaced by the
occasional BANG of an attitude correction.
                              
                    MCDIVITT (O.S.) (I/C)
          Okay.
          
THE DSKY

-- as one number flashes the velocity gained and, another,
the velocity to go -- now dropping past "+00074."
          
                  SCHWEICKART (O.S.) (I/C)
          71 feet per second remaining.
          
We HEAR a low rumbling.
                              
                    MCDIVITT (O.S.) (I/C)
          Little rough there.
                              
                  SCHWEICKART (O.S.) (I/C)
          Yes, wasn't it.  I think it swallowed a
          little helium.
          
CUT TO:


EXT. SPACE -- "DIPS" -- SAME.

QUAD III

-- where the SHe tank bulges the thermal blanket. Behind it,
buried in a nickel foil shield, the Descent Propulsion
System Engine, is burning at 40 per cent.  It ejects a plume
that is transparent and orangish, with a bit of mistiness
spraying straight out from the sides of the large gray
nozzle. Occasionally, specks of the ablative throat wall,
tiny and luminous, streak out.

A few small pieces of foil tear off and flutter like chaff
in the wake of Spider. The engine glow dies abruptly,
releasing the spacecraft to follow a new path, arching above
the world.

We stay with the ripped foil sheets. Some engineer on Earth
will wonder about strange blips in the LEM's Landing Radar
signal.

DISSOLVE TO:


EXT. SPACE -- SKIMMING -- DAY

From a distance, Spider seems to skim the layered, blue
atmosphere as it zips by.

DISSOLVE TO:


EXT. SPACE -- ZOOMING -- SUNSET

Against the darkening Earth terminator, we TRACK the LEM
flying past us below.  The camera twists to keep it in
sight, until Spider becomes a bright star that winks out
over the horizon.

CUT TO:


EXT. SPACE -- ABORT STAGE -- NIGHT

THE MOON

-- in Virgo, is full. Stars fill the deep sky beyond it.

We slowly zoom OUT, TILTING down as we go.  Past the thin
airglow layer, the horizon, and past the ocean, reflecting
moonlight with a coppery sheen, we TILT until we see Spider
ascending towards us.

Four down-jets fire brilliant plumes onto the descent stage
which shudders and then breaks away.  It tumbles, legs and
all, a derelict left behind the accelerating Ascent Stage.
From this quiet frenzy we --

CUT TO:

INT. SPIDER -- ABORT STAGE -- SAME

ON MCDIVITT

-- in the noisy cabin.

                      MCDIVITT (RADIO)
          ... was a good burn Gumdrop. It was a
          good burn!
          
CUT TO:

EXT. SPACE -- ASCENT -- SAME

Quiet again as the LEM, half a Spider, pulls away in the
glow of the moon.

SLOW DISSOLVE TO:


EXT. SPACE -- LIGHT -- NIGHT

THE PORCH/WINDOW

McDivitt, his helmet reflecting the control console, is seen
through the window grid again. To the left, barely visible,
is the LEM's front face with its central Tracking Light. Two
small docking lights, white and yellow on either side of the
Tracker go on. Then the big light starts to flash, every
second, illuminating the LEM parts nearby.

CUT TO:

INT. SPIDER -- SAME

ON MCDIVITT

-- looking with amusement at his window.  There, between the
panes of glass, floats a half-inch washer.

ON WASHER

                    MCDIVITT (O.S.)(I/C)
          I guess Grumman missed something when
          they let you go, Spider.
          
ON SCHWEICKART

-- busy clicking switches.

                      SCHWEICKART (I/C)
          It's probably how they keep the windows
          clean.

He chuckles, adjusts a floodlight, and returns to his
Rendezvous Checklist. In addition to the regular hum, we can
HEAR a steady PINGING sound from the Tracking Light
discharge tube.  Suddenly it stops.

                      SCHWEICKART (I/C)
          Did we just loose our tracking light?

SLOW DISSOLVE TO:

POV LGC

-- our PRESENCE, near the buzzing Glycol Pump, hears nothing
but a muffled conversation from the two bubble-headed men.
Schweickart glances back at "us" while saying something..

POV SCHWEICKART

Looking at the LGC at the back of the mid-section.

                     SCHWEICKART (O.S.)
          ... will have to work out a solution if
          Dave can't see us.
          
ON MCDIVITT

-- looking back as well.

ON SCHWEICKART

-- turning to McDivitt.

                    MCDIVITT (O.S.)(I/C)
          We're going to really be scrambling for
          a ground solution for this mess.
          
                    SCOTT (O.S.) (RADIO)
          I know you're out there. I just can't
          see you in the dark.
          
Schweickart gets close to his window, peering over the
bottom edge.

                      SCHWEICKART (I/C)
          Well here comes sunrise. That should
          help.
                              
CUT TO:

EXT. SPACE -- EMERGING -- MORNING

Blackness. Black Earth, no Spider.. until a shape oozes into
a reddish definition. Gold light, then bright hard sun
splashes off the face of the LEM, thrusters popping, as it
moves at us to fill the view.

CUT TO:

EXT. SPACE -- INTO SUN -- SAME

-- the back of Spider, eclipsing the sun, moving slowly away
above the beautiful thin crescent horizon. The outline of
the half-spacecraft shimmers, and the jets emit a fine
plume, backlit brilliantly.

A right down-jet fires, followed by a quick answering pop on
the left.  Then the left fires and the right pops. They'll
have to fix that.

The two aft facing thrusters fire right at us for a second,
and Spider pulls away into the rising sun.

VERY SLOW DISSOLVE TO:


INT. GRUMMAN DESIGN ROOM -- SAME

Engineer is at the chalkboard. There is a shadow line from a
horizon that intersects a LEM "Blob." The board is covered
with conic sections that describe the orbital ballet between
the two ships.

                          ENGINEER
          If the LEM is here then Scott should see
          him now through his optics. The sun
          should be bouncing off those panels
          pretty good!
          
                       YOUNG ENGINEER
          The tracking light must be out.  I
          wonder how that happened?
          
                      SCOTT (SPEAKERS)
              I've got you on the beam, Spider!
                              
In triumph, Engineer slashes a line from the Command "Blob"
to the LEM "Blob."
                              
                          ENGINEER
          That's it!
          
                           MANAGER
          Now he just has to brake. And fly... And
          dock.
          
                       SCOTT (SPEAKER)
          You're about one degree from the
          sextant.
          
CUT TO:
          
INT. GRUMMAN WORK ROOM  -- SAME

The men are working around their tables with files and parts
and work sheets.  They never look up, but are absorbing:

                     MCDIVITT (SPEAKER)
          I just can't even see the COAS, Dave.  I
          don't know exactly where you are with
          respect to it.
          
                       SCOTT (SPEAKER)
          Okay, want me to do it?
          
                     MCDIVITT (SPEAKER)
          No, let me work my way in here a little
          closer.

CUT TO:


INT. GRUMMAN S/CAT -- SAME

Here too, at LM-3's old stand, everyone is listening to the
Bay speakers as they continue their careful work -- getting
a new LEM, LM-9 ready for delivery.

                     MCDIVITT (SPEAKER)
                     Just can't see it.
                              
                       SCOTT (SPEAKER)
          Doing fine. That's it.
                              
                     MCDIVITT (SPEAKER)
          Aw, that doesn't look like it to me.

CUT TO:


INT. GRUMMAN DESIGN ROOM -- SAME

Just listening. And fidgeting.

                     MCDIVITT (SPEAKER)
          ... This thing is really sporty.
          
                       SCOTT (SPEAKER)
          It sure is. I can tell. You're looking
          good... Okay, you're about there.
          
Some of the engineers are just staring at their diagrams or
flight plans.

                       SCOTT (SPEAKER)
                       I have capture!
          
Relief. Smiles and looks, but no big celebration.  That will
happen when they get a LEM where it is designed to go!

Somebody throws a piece of paper in the air anyway.

CUT TO:


INT. GRUMMAN WORK ROOM -- DAY

                     MCDIVITT (SPEAKER)
          We get the latches?
                              
                       SCOTT (SPEAKER)
          Hang on.
                              
                     MCDIVITT (SPEAKER)
          We got those latches, baby!
          
                    SCHWEICKART (SPEAKER)
          Oh, did that sound good!

                         OLD GRUMMIE
          Great!!
                   (looks around the room)
          Now let's do that twelve more times!
                              
                              
INT. NASA HOUSTON SPAN -- DAY

The room is now filled with more people sitting on tables or
standing around. Faget and Apollo Brass are among them.

                       SCOTT (SPEAKER)
          That was a pretty nice docking.
          
                     MCDIVITT (SPEAKER)
          God dag, that wasn't a docking that was
          an eye test!

Faget, grinning, approaches Kelly.

                            FAGET
          It worked.
          
He shakes Kelly's hand.  Apollo Brass is behind him.  He
smiles at Kelly and gives a small thumbs up.

                        APOLLO BRASS
          The El Em worked very well. Now get rid
          of those window washers!
                 (laughs at his little pun)
                              
                           MAYNARD
                     (raising his eyes)
          "El Em."
          
He offers his hand to Kelly who shakes it firmly. They
absorb the moment... for a second.

                            KELLY
                (back at his mission charts)
          Can't wait to use the legs!


EXT. SPACE -- SAME

MUSIC

The Earth, Moon and Sun with Gumdrop and Spider locked
together. Moving away.

FADE OUT

THE END