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Hicks reaches over his shoulder and slides out an old-style pump-action twelve gauge with a sawed-off butt stock from a leather quiver attached to his battle-harness. Frost looks over at it.

HICKS: I like to keep this handy...

Hicks chambers a round.

HICKS: ...for close encounters.

FROST: I heard that.

INT. LARGE CHAMBER: The air is thick. Lights flare.

GORMAN (voice over, filtered): Any movement?


Hudson watches his tracker, scanning.

HUDSON: Nothing. Zip.


Apone stops, his expression changing as he gazes up a wall.

APONE: Holy shit.


They face a wall of living horror. The colonists have been brought here and entombed alive. Cocoons protrude from the niches and interstices of the structure. The cocoon material is the same translucent epoxy. The bodies are frozen in twisted positions. Rib cages burst outward, exploded from within. Paralyzed, then brought here as hosts for the embryos which grew within them.


INT. HOLD - APC: Ripley is seeing the chamber of horrors on the monitors. She can hardly watch, but pushes herself too.

RIPLEY: Newt, go sit up front. Go on. Now!

INT. COCOON CHAMBER: Arrayed across the floor are a number of leathery ovoids, alien eggs, their tops open like flower petals. Hicks shines his light and aims his shotgun into one. Empty and dry.

INT. HOLD - APC / TIGHT ON GORMAN: Wide-eyed and alert. Frightened by what he is seeing.


INT. COCOON CHAMBER: Hicks finds one of the multi-legged parasites, curled up and shriveled like a dead spider. Others lie at the feet of the cocooned colonists, graphically illustrating the bizarre life-cycle.


He lifts it up with the end of his twelve-gauge to examine it.


His light showing the non-human grotesqueness of the creature. Hicks tosses the dead parasite to the floor and moves on.

APONE (voice over, filtered): Steady people. Let's finish our sweep.


The line of troopers, with Vasquez at point, move alone a cocoon wall. A drop off blocks their way on the left. Only a guard rail protects them from falling.

APONE (voice over, filtered): We're still Marines and we have a job to do. Keep it movin'. Easy.


TIGHT ON DIETRICH: As she moves close to examine one of the figures, perhaps the most "recent." A woman, ghost-white and drained. Dietrich lifts up the head of the woman. The woman's eyes snap open. They seem to plead.

DIETRICH: TOP!!

APONE: What!

DIETRICH: TOP!! Get over here! We've got a live one! You're going to be alright. Your going to be allright.


WOMAN: Please...ki-kill me.

INT. HOLD - APC: Ripley watches the woman and soldiers on their monitors, white-knuckled.

DIETRICH (voice over, filtered): Just stay calm. We're going to get you out of here.

APONE (voice over, filtered) Uh...sir, we've got a survivor here.

DIETRICH (voice over, filtered): It's going to be alright. Give me a hand. We gotta get her out of here.

FROST (voice over, filtered): Hudson...Dietrich, what's going on?


INT. COCOON CHAMBER: The woman begins to convulse.

DIETRICH: Convulsion!

The woman screams, a sawing shriek of mindless agony.

INT. HOLD - APC : Ripley watches in horror as the woman screams in blinding pain.

DIETRICH: Ohhh!

APONE (voice over): Dietrich, get back! Get back!


INT. COCOON CHAMBER / INT. HOLD – APC: Viewpoints jump back and forth between the shrieking woman and Ripley in the APC as she tries not to watch the painful birth of something that rips it's way out of the cocooned woman’s chest.


A small fanged head emerges, hissing viciously.

APONE: Frost! Flamethrower!

HUDSON: Kill it!

APONE: Get back! Flamethrower! Move!


Frost hands it to him. Apone pulls the trigger. Then the other troopers carrying flame-units open fire. An orgy of purging fire. The creature let's out a high-pitched death shriek as it dies. It slumps over in the flames, half in / half out of the dead woman. The cocoons vanish in the shimmering heat.


A shrill hissing begins throughout the chamber. Like a siren created from escaping gas. Apone and Dietrich look above them. Unseen by the troopers, shapes begin to move in the walls themselves...glistening bio-mechanoid forms. Visibility drops as smoke fills the chamber.

HUDSON: Movement!

APONE: What's the position?

HUDSON: Uh...can't lock in...


APONE: Talk to me, Hudson.

HUDSON: Uh, multiple signals...they're closing.

APONE: Go to infra-red people. Look sharp.

The squad members snap down their image-intensifier visors, which cover the right eye, leaving the other free for normal vision.


INT. HOLD - APC: Gorman is playing with the gain controls on the monitors.

GORMAN: What's happening, Apone? We can't see anything in here.

Ripley senses it coming, like a wave at night. Dark, terrifying and inevitable.

RIPLEY: Pull your team out, Gorman.

INT. COCOON CHAMBER: In abstract glimpses, we see the walls come alive...the troopers move in the smoky grotto, seeing without seeing.

HUDSON: I've got signals! I've got readings in front and behind.


FROST: Where, man! I don't see shit.

HICKS: He's right. There's nothing back here.

HUDSON: Look, I'm telling you, something's moving and it ain't us.

Dietrich comes up and touches Frost on the shoulder, making him jump.

FROST: Ah shit.

HUDSON: The tracker's off the scale, man. They're all around us, man! Jesus!

DIETRICH: Maybe they don't show up on the infra-red at all.


Dietrich, standing near a wall of the chamber, grips her flamethrower tightly. She doesn't see the nightmarish figure emerge from the wall behind her.


It strikes, seizing her and taking her upward. She fires, reflexively, wildly.


The jet of flame engulfs Frost, nearby.






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