Memphis Belle Movie Script

FADE IN:

1 EXT. FIELD - DAY

A football game is in progress. Six guys on each side,

all in their late teens and early twenties, wearing

khaki pants, work shirts, T-shirts. OVER, we hear the

voice of BRUCE DERRINGER. The first player we see is

VIRGE HOOGESTEGER.

BRUCE (V.O.)

Virge Hoogesteger., What kind of

name is that? Nicknamed 'The

Virgin.' Well, look at him. Poor

kid probably tries to get a girl

into bed and she wants to make him

brush his teeth and wash behind

his ears.

Then we see JACK BOCCI bulldozing down one of the

defense players.

BRUCE (V.O.)

Look at this goon. Jack Bocci

from Brooklyn. He's a magician.

Wants to be the next Houdini.

Well, he's escaped twenty-four

missions. Not bad for an amateur.

Next, EUGENE McVEY nervously making a play.

BRUCE (V.O.)

This is the religious one.

There's always a religious one.

Eugene McVey. Nineteen from

Cleveland. There's always one

from Cleveland. High strung,

nervous, always coming down with

something. How'd he get in this

bunch?

Next, we see RICHARD "RASCAL" MOORE showing off.

BRUCE (V.O.)

Rascal? That can't be his real

name. Here we go. Richard Moore,

but called the Rascal. Thinks

he's a real ladies man. Talks

dirty, the whole bit. Well, he'll

grow out of it. If he grows at all.

Then we see CLAY BUSBY, cooly running with the ball.

(CONTINUED)

2.

1 CONTINUED:

BRUCE (V.O.)

Clay Busby, a farmer's son from

Louisiana. Plays piano and sings.

Listen to this. Learned piano in

a New Orleans whorehouse. Better

keep that out of the papers.

Last, we see DANNY DALY. He has the ball and is going

for the touchdown as his team urges him on.

BRUCE (V.O.)

Oh boy, this kid couldn't be more

Irish if he tried. Even his name,

Danny Daly. He's the

intellectual. Writes poetry.

Likes to read. Hates sports.

Danny makes the touchdown. He shouts with exhilaration

and raises the ball in triumph. Just then, a huge olive

drab B-17 bomber appears out of nowhere and roars

directly overhead. The game is forgotten and everyone

starts running towards a short, boxy control tower. Now

we see that the football field is a grassy area on the

side of an air field with three intersecting runways.

Men are coming from all over the base, on foot and

bicycle, shouting out the number of planes: five, seven,

nine, twelve! Planes are appearing all over the sky.

EUGENE

Fifteen, sixteen!

JACK

How many went out?

DANNY

Twenty-one.

VIRGE

There's another!

We MOVE UP TO the control tower. The balcony is crowded

with men. THROUGH the window we see the CO (Commanding

Officer) on the phone.

1A INT. CONTROL TOWER - DAY

The CO is in his early thirties, impeccably-dressed.

He's in charge and handles his many responsibilities

efficiently -- no detail is too small. In the b.g. are

the adjutant and other personnel.

(CONTINUED)

3.

1A CONTINUED:

CO

Sir, they're still coming in.

How can I promise you 24 planes

tomorrow when they're not even

back?

The adjutant comes up to him with some papers, the CO

grabs them and motions the adjutant away. The CO is

shocked by what he hears. He speaks quietly.

CO

Where? But we hit that target a

month ago, sir. I thought...

The voice on the other end interrupts.

CO

I know we have to put the pressure

on, but I almost lost a quarter of

my...

The S-2, a scholarly, bespectacled young man, comes in

from the balcony and waits to get the CO's attention.

Frustrated, exasperated, the CO listens to the voice on

the other end.

CO

Yes, sir. Yes, sir, I'll have my

ground crews work all night. I

was hoping to give them a little

break. We're having a dance

tonight in honor of the Group's

first anniversary...

(interrupted again)

Yes, I'll give you an update as

soon as I know more. Thank you,

sir. Goodbye.

He hangs up. He's shaken by the news he's received.

S-2

Sir, eighteen planes. Three still

out.

He nods, then hurries out the door to the balcony.

2 EXT. CONTROL TOWER BALCONY - DAY

On the balcony, COLONEL BRUCE DERRINGER. Bruce is in

his mid-thirties, has all-American good looks and an

easy-going charm that he can turn on and off at will.

Bruce isn't watching the planes landing. He's looking

down at the lawn below. The CO comes out on the balcony

with the S-2.

(CONTINUED)

4.

2 CONTINUED:

BRUCE

So that's them.

CO

Those are the enlisted men.

You're meeting the officers

this afternoon.

BRUCE

They must be the ten luckiest

sons of bitches in the world.

CO

They're ordinary men, Bruce.

2A BRUCE'S POV

FROM the balcony DOWN TO the control tower lawn where

our six boys are just joining the crowd below.

BRUCE (O.S.)

Are you kidding? First, they

volunteer for this, then they

do 24 missions without a scratch.

They don't sound very ordinary

to me.

S-2

Two more, sir.

2B EXT. CONTROL TOWER BALCONY - DAY

The CO looks out at arriving planes through his

binoculars.

BRUCE

You know, people at home are

getting pretty discouraged by our

losses. They're starting to think

daylight bombing is a mistake.

CO

It's the only way we're going to

win this war.

BRUCE

You're right, and we've got to

get that message across. That's

where I come in. The nation's

going to fall in love with those

boys. The first crew in the

Eighth Air Force to complete their

tour of duty.

(CONTINUED)

5.

2B CONTINUED:

CO

They haven't done it yet.

BRUCE

They will. You'll make sure of

it.

He leans on the balcony and looks down at the crew. We

MOVE DOWN TO them.

3 EXT. CONTROL TOWER LAWN

The six boys anxiously watch for the last plane.

DANNY

One more. It'd be great if

everyone came back today. With

the dance and everything.

CLAY

I give them four to one. Any

takers?

JACK

Me.

CLAY

Show me your money, Jack.

JACK

Gene, lend me some money.

EUGENE

What do I look like, Wells Fargo?

DANNY

There they are!

Danny points out at the horizon. The boys are relieved.

They push each other around a little, then turn and start

walking across the field towards the barracks. SOUND:

ENGINE SPUTTERING. (The following dialogue can be used

as the men walk away, if needed.)

VIRGE

I heard they brought in a swell

band for the dance tonight.

DANNY

Clay, maybe they'll let you sing

with them.

CLAY

No siree.

(CONTINUED)

6.

3 CONTINUED:

EUGENE

You sing to us in the plane all

the time.

CLAY

Yeah, but you guys ain't got no

taste.

4 OMITTED

&5

5A EXT. BASE - DAY

The plane is coming in to land. It has two feathered

props and only the left front wheel is down. The wheel

touches the runway and the plane immediately tips to

the right. It pivots on its single wheel, scraping its

belly on the runway. The props on the right side bend

back, slowing the PLANE's spin. It starts to come to

a halt, but just as it looks like it's safe, it EXPLODES

in a sudden fiery blast.

5B EXT. CONTROL TOWER LAWN - DAY

The six boys recoil with shock and disbelief. Danny

watches as long as he can, then turns away -- he

can't stand it anymore.

6 EXT. CONTROL TOWER BALCONY - DAY

Bruce is also looking at the burning plane with horror.

The CO is stony-faced. He shows no surprise and little

emotion -- he's seen it too often before.

CO

Come on, Bruce, you wanted to meet

the officers of the Southern

Belle.

BRUCE

Jesus, what happened? They were

almost home.

CO

Almost. The pilot came in on one

wheel. He should have belly

landed.

(CONTINUED)

7.

6 CONTINUED:

BRUCE

Are they all... ?

CO

What do you think? Let's go,

Bruce.

He starts off the balcony. Bruce follows, but looks

over his shoulder once more at the burning plane.

6A EXT. BASE - DAY

The PLANE continues to burn. There's another small

EXPLOSION inside the plane and this BECOMES the white

flash of a photographer's camera.

7 OMITTED

thru

10

11 INT. MESS HALL - DAY

DENNIS DEARBORN is sitting stiffly in a chair, the

bomb group symbol behind him on the mess wall. Dennis,

at twenty-six, is the oldest of the crew. He's a

serious young man -- you never catch him smiling or

relaxing. His photo has just been taken by a Life

Magazine photographer. Bruce is behind the camera,

interviewing Dennis.

BRUCE

You named the plane after your

girl back home, that's a great

angle. You don't sound like

you're from the South, Captain

Dearborn.

DENNIS

I met her when I was in Memphis

on business.

BRUCE

I bet she's a living doll, huh,

Dennis?

Dennis looks up at Bruce -- he doesn't like his tone at

all.

DENNIS

She's a very fine woman, sir.

(CONTINUED)

8.

11 CONTINUED:

Flash. Now LUKE SINCLAIR, the co-pilot, is in the chair.

Luke is twenty-five and about as handsome as they come.

He's relaxed, smiling. He loves the attention.

BRUCE

A lifeguard. That's a pretty

responsible job, Luke.

LUKE

Yeah, it's rough basking in the

sun all day, having girls swarm

all over you. That's why I

joined up. Had to get away from

all that.

Flash. Now VAL KOZLOWSKI the bombardier, is sitting in

the hotseat. Val has Latin good looks and a street

fighter's body. He's a pretty intense guy. He squirms,

pushes at his hair, tries to loosen his collar,

straighten his tie.

BRUCE

Val. What's that short for,

Valentine? I bet the women love

that. You're the bombardier and

I understand you've got four

years of medical school under

your belt.

VAL

Yeah. Well, something like that.

BRUCE

(interrupting)

Believe me, when your picture

comes out in Life Magazine, every

man, woman and child in America is

going to want you to be their

doctor.

Val brightens at this. Flash. Now PHIL LOWENTHAL is in

the chair. Phil's in his early twenties, with a lot of

hair and a lot of teeth. He slumps in the chair, moody

and gloomy. He'd like to be anywhere but here.

BRUCE

Phil, look at the camera. Sit up

straight. Smile.

PHIL

What's there to smile about, sir?

BRUCE

You guys have finished 24 missions.

(MORE)

(CONTINUED)

9.

11 CONTINUED: (2)

BRUCE (CONT'D)

One more and you get to go home.

That would sure make me smile.

PHIL

Well, you're not me, sir.

(to the

photographer)

Please just take the picture.

He looks up at the camera, a big cloud over his head.

Flash.

12 INT. MESS HALL - DAY (LATER)

Dennis, Luke, Phil and Val are sitting at a table as

Bruce addresses them.

BRUCE

You'll go back home in your own

plane and fly all over the States,

making speeches, getting people to

buy more war bonds, work longer

hours, turn out more planes. And

believe me, you'll be wined,

womened and songed from one end of

the U.S. to the other. It'll be

tough, but we all have to make

sacrifices.

He laughs.

LUKE

Sir, you mean we're going to be

famous?

BRUCE

Afraid so, Luke.

Luke whoops. He pounds on Val and Phil a little. Val

pushes him away. Phil is hunched over, miserable.

DENNIS

Colonel Derringer...

BRUCE

Bruce.

DENNIS

We'll follow your orders to the

best of our...

(CONTINUED)

10.

12 CONTINUED:

BRUCE

(interrupting)

It's not an order, Dennis. We're

working together.

DENNIS

Yes, sir, but I don't want the

other men finding out about this

yet.

LUKE

Their pictures in Life? Wine,

women and song? You've got to

tell them! They'll go nuts!

DENNIS

I don't want them going nuts.

Right now I want them thinking

about their jobs and that's all.

LUKE

Come on, we could do our jobs in

our sleep! Why can't they know?

DENNIS

Because I said so.

LUKE

My father used to say that.

Dennis and Luke glare at each other.

BRUCE

Dennis, you're the boss. Tell

your crew when you think it's

right. Gentlemen, thank you for

your time.

Dennis, Luke, Phil and Val start getting up from the

table.

13 INT. BARRACKS - NIGHT

A big tin-roofed Nissen hut, six beds on each side and a

HISSING potbellied STOVE in the center. Two crews bunk

in here, our enlisted men and another crew. In the b.g.,

a NEWS REPORT is heard on the RADIO, then MUSIC begins.

There's lots of activity as men get ready for the dance.

Jack is involved in a poker game at one end of the room.

At the other end, Clay is wrenching off the padlock on a

locker at the foot of a stripped bunk.

(CONTINUED)

11.

13 CONTINUED:

Danny is loading film in his box camera. (This whole

scene seesaws between the ominousness of sorting through

the dead man's things and the fun and excitement of

getting ready for the dance.)

DANNY

Clay, shouldn't you let the

sergeant go through Becker's

stuff?

EUGENE

The sergeant'll just send it all

to Becker's widow. We don't want

her getting anything embarrassing,

Danny.

The lock comes off, Clay opens the locker and starts

sorting through the contents. Eugene is putting on his

socks. He sniffs them and gags.

EUGENE

Anyone got any clean socks?

CLAY

Hershey bar.

VIRGE

Me, me!

Clay tosses it to him. Virge rips it open and starts

eating it. Around Virge's bunk are drawings of a restaurant.

As he munches the candy bar, he studies them.

VIRGE

Anyway, Danny, then I'm going to

open a whole bunch of restaurants,

exactly like the first one. So

you can go to Detroit and get the

exact same hamburger you got in

Baltimore.

DANNY

Virge, nobody wants the same old

food everywhere they go.

VIRGE

Sure they do. It's comforting.

CLAY

Love letters.

EUGENE

Wife or girl friend?

(CONTINUED)

12.

13 CONTINUED: (2)

Clay opens one and reads it.

RASCAL

Read 'em out loud! Get me in the

mood for tonight.

CLAY

Girl friend.

He tosses the letters to Virge, who puts them in the

stove.

EUGENE

Does Becker have any clean socks

in there?

Eugene goes over to the locker, searches for socks. Clay

puts the next few items in a pile on the bed.

CLAY

Air medal, photos, pocket knife.

Dirty book!

DANNY

I'll take it.

Clay tosses the paperback to Danny: God's Little Acre,

with a lurid cover. Danny flips through it. In the

middle is stuck: a four-leaf clover wrapped in

cellophane.

DANNY

Look. Becker forgot his good luck

charm.

VIRGE

Poor slob.

EUGENE

He should of worn it around his

neck. Then you never lose it.

He kisses his St. Anthony medal.

CLAY

Rubbers.

RASCAL

Dibs!

Clay tosses them to him. Then puts some other things on

the bed in the widow's pile: money, a compass, a diary.

(CONTINUED)

13.

13 CONTINUED: (3)

RASCAL

We know Virge the Virgin won't

need them. Virge, you gotta

promise if you ever lose your

cherry, you'll tell me about it.

VIRGE

I'll send it to you. C.O.D.

Eugene starts searching his bunk area. Jack comes running

up and takes some money from the pile on Becker's

bunk.

JACK

Becker owed me ten.

DANNY

Jack, don't take his money!

JACK

He owed it to me! Hey, what do

you guys know about Germany?

EUGENE

Pretty women.

DANNY

Good beer.

VIRGE

The hamburger's named after a town

there.

JACK

Well, a little bird told me that's

where they're sending us tomorrow.

The men react with disbelief and shock.

EUGENE

You sure?

RASCAL

We ain't going to Krautville. Our

plane's broke.

VIRGE

No, it's fixed.

RASCAL

Christ, let's go break it!

(CONTINUED)

14.

13 CONTINUED: (4)

VIRGE

Anybody want the rest of this

stuff?

Virge, Danny, Rascal, Jack and Eugene start towards the

bunk.

SHOT FROM ABOVE

Clay dispenses the rest of Becker's possessions with the

other men standing around the bunk.

CLAY

Deck of cards. Razor blades.

Lucky Strikes. Shoelaces. Pack

of Doublemint...

Rascal takes the cards, Jack the razor blades, Danny the

cigarettes, Eugene the shoelaces, Virge the gum. We

start to hear BIG BAND MUSIC and we're in --

14 INT. AIRPLANE HANGAR - NIGHT

It has been turned into a dance hall for the night:

streamers, a mirror ball, a bar and a big band. The

dance is in full swing. Jack is dancing with a shy

skinny girl and Eugene is dancing with a boisterous big

girl. It looks like they're with the wrong partners.

Eugene swings under the big girl's arm, kicks Jack in

the butt when his back is turned, then quickly swings

back into the big girl's arms. Jack looks around, but

has no idea where the kick came from.

ON DANNY

He snaps a picture of them.

CUT TO:

RASCAL

talking to a pretty English girl, FAITH. He's really

milking this for all the sympathy he can get.

RASCAL

Now they're saying maybe we're

going to Germany tomorrow... my

short, young life could just be

snuffed out in an instant.

(MORE)

(CONTINUED)

15.

14 CONTINUED:

RASCAL (CONT'D)

I volunteered 'cause I thought it

would be fun. I never thought I

could get...

He chokes up. Faith looks away.

FAITH'S POV - VIRGE

standing across the room, alone, shy and very cute.

CUT TO:

RASCAL

is so wrapped up in his pitch he doesn't realize Faith's

attention has wandered.

RASCAL

Oh, Faith, when I think I might

never see the stars again or hear

good music or talk to a beautiful

girl like you...

(wipes away a tear)

Sorry. You need a drink. I'll be

right back.

He takes her glass and hurries over to the bar. It's

packed. Val is there, checking out the girls on the

dance floor.

RASCAL

She's crazy about me. She's going

to jump on me any second.

He burrows his way into the crowd. Phil comes up with a

brimming glass of whiskey. He's already a little drunk.

VAL

Phil, come on, you've had enough.

PHIL

How come they brought Life Magazine

over and everything? Are they

trying to jinx us?

VAL

Just forget it. Let's find us a

couple girls.

Val looks out at the dance floor. Phil comes up to him,

close.

(CONTINUED)

16.

14 CONTINUED: (2)

PHIL

Val, tell me the truth. The truth.

Are you scared?

VAL

I'm Val. Come on.

He takes Phil's glass from him, sets it down on a nearby

table and pulls Phil toward the dance floor.

CUT TO:

FAITH

is with Virge. He's excitedly talking about his

restaurant.

VIRGE

You've never had a hamburger?

That's unbelievable. You don't

know what you're missing.

FAITH

They sound wonderful. It's been

so long since I've had any meat.

Virge takes Faith's hand and demonstrates his technique.

He has no idea he's turning her on.

VIRGE

See, I work the meat very slowly,

very tenderly. That's the secret.

Rub in a little Worcestershire, a

little garlic, a little thyme.

Then ease it into a patty...

gentle, gentle, so I don't bruise

the meat.

FAITH

Virge, you're making me so hungry!

CUT TO:

RASCAL

comes out of the mob at the bar with Faith's drink. He

looks around to where Faith was waiting, but she's not

there. She's nowhere to be seen.

CUT TO:

(CONTINUED)

17.

14 CONTINUED: (3)

BRUCE AND LUKE

sitting at a table with a couple of girls. They've

obviously become the best of buddies.

BRUCE

Ever done any public speaking,

Luke?

LUKE

A little acting. Amateur stuff.

BRUCE

I bet you were good. We're going

to have to excite people on this

bond tour. Inspire them. Dennis

is a fine man, but he doesn't

have your enthusiasm.

LUKE

I'm a qualified pilot, same as

him. They just didn't have a

plane for me. So, he's the big

shot pilot and I'm sitting in

the dummy seat.

BRUCE

You're no dummy, Luke. We both

know that.

Bruce puts a hand on Luke's shoulder.

CUT TO:

DENNIS

standing with the ROOKIE LIEUTENANT, a fresh-faced,

very naive young man. Dennis is trying to describe

the excitement and responsibility of being a pilot,

but he's inarticulate. The Rookie Lieutenant has no

idea what he's talking about.

DENNIS

Just wait till you go up for the

first time. You've got four

thousand pounds of bombs in your

belly, nine other men are depending

on you to make the right decision.

It's...

(beat)

Everything you ever did before

seems so...

(MORE)

(CONTINUED)

18.

14 CONTINUED: (4)

DENNIS (CONT'D)

(beat)

You're really alive up there,

that's what I'm getting at.

You'll see what I mean.

ROOKIE LIEUTENANT

Well, uh, thanks a lot, Captain.

I've got to get a refill.

The Rookie Lieutenant hurries off, anxious to get away

from Dennis. Dennis looks across the room.

DENNIS'S POV

Bruce and Luke at the table with with the girls, having

a great time, laughing, chatting.

ON DENNIS

Feeling alienated, alone, he turns and walks out the

door.

15 EXT. BASE - NIGHT

It's dark, foggy. Dennis walks across the field toward

another hangar, a beer in his hand. The BAND can be

heard in the DISTANCE.

16 INT. SECOND HANGAR - NIGHT

It is brightly, starkly lit with floodlights. There are

planes and parts of planes crowded in here with ground

crews crawling over them. It is an epic sight, showing

the huge scale of the air war and the number of men

required to sustain it. In the f.g. is a plane, "Is You

Is Or Is You Ain't My Baby?" The pilot's window is

shattered, a front tire is flat, a chunk has been taken

out of the tail, the ball turret is broken in half and

what remains is covered in dried blood. A mechanic is

hosing it out. LES ENRIGHT, a stocky man in his midthirties,

wearing grease-stained coveralls, is helping

carry a new ball turret over to the plane. Dennis goes

over to him.

DENNIS

Les, what are you doing here?

You're my ground crew chief.

You're supposed to be working on

my plane.

LES

Sir, I'm just helping out...

(CONTINUED)

19.

16 CONTINUED:

DENNIS

You should be giving the

supercharger on Number One your...

LES

Supercharger's fixed.

DENNIS

Okay, but how about the cowl flaps

on...

LES

Number three's fixed. It's all

fixed. You don't have to tell me

my job, Captain. Watch your feet.

A dark red pool is gathering right at Dennis feet.

Dennis looks down, sees it and steps away.

LES

The Belle's in mint condition. If

you don't believe me, go look at

her. She's out on the apron, Sir.

Les turns back to work. A moment. Dennis knows he

jumped on Les a little too fast, but he also doesn't

want to apologize. He turns and goes out the door.

17 EXT. MEMPHIS BELLE - NIGHT

We see only the vague outline of the Belle through the

fog as Dennis approaches. He stops in front of the nose

and speaks to the plane.

DENNIS

Well, I'm going to miss you, girl.

We've been together a long time

and you've never let me down. I

can't say that about many people.

You know how to take care of your

man and that's just about the best

thing a fellow can say about a

girl, I guess. Maybe we'll be

going back to the States together,

but it won't be the same, will it?

It won't have the same...

He searches for the word, can't find it, then starts to

take a drink. But he decides he's had enough and pours

the rest of the beer on the ground. He turns and walks

back across the field to the dance. Then a head pops up

and looks out through the nose of the plane: Virge.

FAITH (O.S.)

I wish you'd talk to me like that,

Virge.

20.

18 INT. NOSE - NIGHT

Looking forward, we see Virge and Faith in silhouette.

They've put something down on the floor of the plane as

a makeshift bed, perhaps some parachutes.

VIRGE

You know what the captain would do

if he caught us in here? He'd

murder me. Come on, Faith, let's

get this over with and get back

to the dance.

They try to get it going again.

FAITH

Wait, there's something... Hold

on. There! Sorry.

Faith pulls something out from under her. Virge grabs

it.

VIRGE

My wrench! I've been looking for

that all over! Where'd you find

it?

FAITH

Under my bum.

VIRGE

Oh, thanks. Boy, I thought

someone stole it.

FAITH

Virge, forget the bloody wrench.

She grabs him and kisses him. A CLUNK as he drops the

WRENCH and kisses her back.

FAITH

You've never done this before,

have you?

VIRGE

Why, am I doing something wrong?

FAITH

No. You're doing everything just

right.

He embraces her and kisses her.

18A EXT. HANGAR - NIGHT

Virge and Faith are near the hangar door. He kisses her.

(CONTINUED)

21.

18A CONTINUED:

FAITH

That was...

VIRGE

Yeah, it really was.

Awkward pause.

FAITH

I wouldn't want this to get around.

VIRGE

Around?

FAITH

I know what you Yanks are like,

always bragging about your women.

VIRGE

Oh, no! Gosh, I wouldn't... Not

if you...

FAITH

Thanks. Well...

She smiles, touches his face.

FAITH

Maybe I'll pop 'round for a

hamburger some day.

She turns and goes back into the hangar. Virge starts

to go with her. She puts a hand on his arm.

FAITH

I'll go in first, if that's...

VIRGE

Oh, sure! Go right ahead.

She smiles at him, then goes into the hangar. Virge

watches her go in. Then, when he's alone, he takes a

deep breath, then howls at the moon.

19 INT. HANGAR - NIGHT

The party is in full swing. Everyone's having a great

time.

CUT TO:

(CONTINUED)

22.

19 CONTINUED:

CO

sitting at a table with his men -- but he's remote,

lost in his own thoughts. He knows that some of these

men will die over Germany tomorrow and the thought makes

it impossible for him to join in the fun.

CUT TO:

BUFFET TABLE

Food and coffee are set out. Danny, Jack and Eugene are

eating while Rascal holds court with a group of freshfaced

rookies. One of them, the ROOKIE, is their

spokesman.

RASCAL

That yours, that brand new plane

out there?

ROOKIE

Yeah. Mother and Country.

RASCAL

(patronizingly)

Mother and Country.

He looks at Jack and Eugene and they sigh.

RASCAL, JACK & EUGENE

Ahhh...

JACK

Ain't that sweet?

EUGENE

Brings a tear to the eye.

ROOKIE

We had our first practice today.

DANNY

How'd it go?

ROOKIE

(smiles)

We need a couple more. If you

guys have any advice for us or

anything...

JACK

Get a gun, shoot your big toe

off and go home.

(CONTINUED)

23.

19 CONTINUED: (2)

EUGENE

That's good advice.

RASCAL

Hallelujah, brother.

DANNY

Come on, guys.

Rascal puts an arm around the Rookie and looks down at

the Rookie's shiny shoes.

RASCAL

Are those size eight? How about

leaving a little will saying when

you get your ass shot off on your

first mission, those nice shiny

new pumps come to me?

The Rookie turns pale and breaks away from Rascal. He

runs out the door. Rascal chuckles.

DANNY

Rascal...

20 INT. LATRINE - NIGHT

Danny comes into the latrine. The fresh-faced Rookie is

bent over one of the toilet bowls, having just thrown up.

He's pale and woozy.

DANNY

You okay?

ROOKIE

Yeah. Nerves, I guess.

Danny fills a tin cup with water and takes it over to

him.

DANNY

They were just fooling around.

Don't worry about it. Everyone

gets kidding like that at first.

ROOKIE

I give anything to be in your

shoes. One more and you get to

go home.

(CONTINUED)

24.

20 CONTINUED:

DANNY

Sometimes I wish I could stay.

Sounds crazy, but I'm used to it

here. And the guys are like

brothers to me. I never had

brothers. Four sisters.

(laughs)

When we go back home, I don't know

when we're going to get together

again. We come from all over. I

guess that's why I keep taking

their pictures.

He looks down at his camera, winds it.

DANNY

That's the way you'll be with your

crew. Here.

Danny reaches into his breast pocket and takes out the

four-leaf clover and holds it out to the Rookie. He

takes it.

21 INT. AIRPLANE HANGAR - NIGHT

Danny and the Rookie join Jack, Eugene, Rascal and

Clay just as the band is ending a number.

DANNY

Clay, now's your chance! Get up

there and sing!

CLAY

Uh-huh. I'm not gonna make a

fool of myself in front of all

these folks.

EUGENE

Come on, you're a great singer.

There's a fanfare from the band. Bruce gets up onstage

and speaks into the microphone. He's enthusiastic and is

blind to the fact that what he's saying is bad luck.

BRUCE

Ladies and gentlemen... There's

ten very special men here tonight.

I'm sure you know who I mean. The

crew of the Memphis Belle.

(MORE)

(CONTINUED)

25.

21 CONTINUED:

BRUCE (CONT'D)

They're just about to become the

first crew in the Eighth Air Force

to fly their twenty-fifth and final

mission. Let's hear it for them!

Hip hip...!

CUT TO:

DANNY, CLAY, JACK AND EUGENE

unhappily watching Bruce. The Rookie starts to complete

the cheer.

ROOKIE

Hooray...

Danny grabs his arm to stop him. A couple of other

rookies have started to cheer, but they also quickly shut

up. A grim silence falls over the hangar. Bruce is

embarrassed and doesn't know what to do. Danny looks at

Clay -- a look saying "Do something." Clay quickly goes

through the crowd and steps up onstage and takes the

microphone.

CLAY

This buddy of mine keeps begging

me to sing and I guess I ain't

gonna get out of it this time.

Clay says a few words to the band leader, then turns back

to the microphone. In the meantime, Bruce quietly leaves

the stage. The band begins.

CLAY

(sings)

'Oh, Danny Boy,

The pipes, the pipes are

calling...'

ON DANNY

He blushes and tries to escape. Jack and Eugene grab

Danny and force him to stay. The Rookie smiles, enjoying

this -- this is what Danny was talking about.

CLAY

'From glen to glen,

And down the mountain side...'

Then suddenly, without warning, Clay and the band go

into an up-tempo, jazzy version of the song. Clay's good

-- he's a natural. Everyone starts to dance. In no time

at all the hangar is swinging again.

26.

22 EXT. BASE - NIGHT

Phil is alone out in the middle of the field. The SONG

can be heard IN the DISTANCE. Phil holds a nearly full

bottle of Scotch. He looks up at the moon, diffused

through a layer of fog. He shouts.

PHIL

I don't want to die, I don't want

to die, I don't want to die...

His call fades away. He takes a long drink from the

bottle. He stumles a little, then wanders off, disappearing

into the fog.

23 EXT. BASE - DAWN

The horizon is just starting to fill with light. The fog

is gone and the clouds are breaking up.

CUT TO:

MEMPHIS BELLE

The Plexiglas of the nose, top turret and ball turret

reflect the bright sunrise. It's a B-17F, olive green

with a grey belly. On the nose, there's a painting of

a leggy woman in a bathing suit. Also, twenty-four

yellow bomb emblems and eight swastikas. The big forward

landing gear gives it a wide stance and the nose points

into the air, as if eager to take off. The plane is

huge, so huge it doesn't look like it could ever get off

the ground. It's a dramatic sight, the sun coming up

yellow and hot behind this 30 tons of machine. Men are

feverishly working on the plane, getting it ready, loading

the bombs, checking every detail again and again.

23A INT. ENLISTED MEN'S BARRACKS - DAWN

The barracks is dark. Danny is in bed, asleep. Suddenly,

a flashlight is flipped on, right in his face.

SERGEANT

Daly, rise 'n' shine. Mission

oh-eight-hundred.

Danny squints up at the pie-faced SERGEANT.

DANNY

Okay.

The Sergeant shines the flashlight in Rascal's face.

(CONTINUED)

27.

23A CONTINUED:

SERGEANT

Moore. Up and at 'em.

RASCAL

I just went to sleep!

He pulls the covers over his head. Other men are

starting to wake up, groaning, hacking.

SERGEANT

Alla yous guys, get crackin'!

Clay sits up and starts to sing.

CLAY

(sings)

'Oh, how I hate to get up in the

morning...'

24 INT. OFFICERS' BARRACKS - DAWN

It is identical to the enlisted men's Nissen hut, but

less crowded with six bunks, rather than twelve. The

Sergeant shines the light in Dennis's face.

SERGEANT

Captain Dearborn, mission today.

Breakfast oh-six-hundred, briefing,

oh-six-forty-five.

Dennis wakes and looks at his wristwatch.

DENNIS

Thanks, Sergeant.

SERGEANT

Lieutenant Sinclair.

In the bed next to Dennis's Luke is already starting to

awake. His dog is sleeping beside him on the bunk.

LUKE

I'm up.

The Sergeant moves his flashlight across the aisle to

Phil's bed. It's empty.

SERGEANT

Where's Lieutenant Lowenthal?

DENNIS

Phil? I don't know. Val, where's

Phil?

(CONTINUED)

28.

24 CONTINUED:

The Sergeant moves the flashlight to Val. Val quickly

improvises.

VAL

He's in the can. Couldn't sleep.

Nerves.

SERGEANT

I don't blame him. Give 'em hell

today.

DENNIS

Will do.

Dennis starts to get up. Behind his back, Val and Luke

exchange a glance. They have no idea where Phil is.

25 EXT. BARRACKS - DAWN

Val, dressed, comes out of the barracks. It rained

during the night and the ground is muddy. Men are

hurrying for the latrine and mess hall. Jeeps go by,

splashing mud. Val starts jogging.

26 EXT. BASE - DAWN

Val jogs around the perimeter track. Planes are on

their individual hardstands, with ground crews crawling

over them. Gas trucks and bomb carts come and go.

Ordinance crews are loading fat olive drab bombs into

the bellies of the planes. Armament crews are putting

boxes of ammunition in the planes and checking the gun

turrets. Val looks around for Phil, but there's no sign

of him.

27 EXT. AIRPLANE HANGAR - DAWN

All that remains of the dance is some beer bottles,

playing cards and cigarettes on the ground. The

hangar door is open and we can see that it has turned

back into a repair shop. A damaged B-17 is being

cannibalized for its parts. Val looks around, stumped.

Suddenly, a voice cries out.

PHIL

Bogey, six o'clock low!

Phil tackles Val from behind and knocks him to the

ground. Val scrambles out from under Phil and gets to

his feet. Phil sits in the mud, laughing.

VAL

You're drunk!

(CONTINUED)

29.

27 CONTINUED:

PHIL

(deliberately

slurring)

I rethent that inthinuation!

He takes a drink from his bottle of Scotch -- it's almost

empty.

VAL

Are you crazy? We've got a

mission!

Val grabs the bottle away from Phil, then tries to pull

Phil up. He's wasted.

PHIL

I know, that's why. I'm gonna

get it today, Val. My luck's up,

my number's run out. I mean...

(giggles)

I'm gonna die and I want to give

you something to remember me by.

He takes off his watch.

VAL

I don't want that piece of crap.

You've got to get hold of yourself.

Everybody's counting on you...

Arm around Phil, he starts leading him back to the

barracks.

PHIL

You want my cufflinks? They've

got my initials.

VAL

Phil, you're going to let everyone

down...

PHIL

How about my whole set of New York

Yankee baseball cards? Nah, then

you'll just remember the Yankees

and forget about me.

Phil continues to ramble as Val leads him away.

PHIL

I know, my fountain pen! You

could use it to fill out

prescriptions and stuff. Or you

name it, Val. Anything you want.

My dog tags? You want my dog

tags or my Boy Scout knife?

30.

28 INT. LATRINE - DAY

There are men in here, shaving, sleepily getting ready

for the mission. Val and Luke watch Phil weave towards

a stall. He misses the door and bumps into the doorjamb.

LUKE

That's our navigator.

Phil disappears into the stall.

VAL

We better tell Dennis he's sick

and get someone else.

LUKE

We can't! A new man's bad luck.

VAL

What's a drunk navigator, good

luck?

LUKE

So, you're the doctor. Sober him

up.

VAL

He's going to endanger every man

in that...

LUKE

Come on, he's not so bad. He's

just a little high.

Sound of a TRICKLE from the stall. Val glances at his

watch.

VAL

I timed that. Forty-five seconds

to find his own dick.

Val and Luke look at each other.

29 INT. LATRINE STALL

Val bends Phil over the toilet.

VAL

Stick your finger down your

throat.

Phil shakes his head.

VAL

Do it or I'll do it for you.

(CONTINUED)

31.

29 CONTINUED:

Phil tries to get away. Val shoves him up against the

wall, pries open his mouth and sticks his own finger

down Phil's throat. Phil gags and vomits, right on

Val's shirt and tie.

30 INT. ENLISTED MEN'S BARRACKS

The enlisted men are getting dressed and shaving. Danny

takes a picture of the hut, and the men groan. The men

are tense, nervous, but they cover their anxiety with

jokes and foolishness.

JACK

I can see it. I get back home,

I'm making love to my wife, the

door breaks open and it's Danny,

taking a fucking picture!

Danny laughs. He turns his camera on Eugene, who's

searching his bunk, in a state of near panic.

EUGENE

Anybody seen my St. Anthony medal?

DANNY

Isn't he the patron saint of

missing things?

EUGENE

Yeah, I can't find him!

Danny takes the picture.

31 INT. LATRINE

Val is shaving Phil, who's shivering, a wreck. Val's

shirt is wet -- he has washed off the vomit. Luke comes

in.

LUKE

Coast's clear. Dennis went for

chow.

Phil pulls a Boy Scout knife out of his pocket.

PHIL

Luke, I want you to have my

penknife. It's real nice.

LUKE

Keep it. If Dennis sees you like

this, you'll need it to cut your

throat with.

(CONTINUED)

32.

31 CONTINUED:

Luke rips open a little packet and empties it in Phil's

mouth.

LUKE

Sen-sen.

32 INT. BARRACKS

Danny takes the bottle of champagne from his locker.

Rascal snatches it away from him.

RASCAL

You're not thinking of sneaking

this on the plane, are you?

Danny, I am shocked. And Virge

goes out for the pass!

He tosses it across the room to Virge.

DANNY

Don't!

JACK

Hey, wiseguys, cut the crap!

EUGENE

I found it!

He finds his St. Anthony medal under his bed. He slips

the chain over his head, kisses the medallion and falls

to his knees to say a little prayer. Rascal and Virge

continue to play keepaway from Danny, annoying the other

men.

33 INT. OFFICERS' BARRACKS

Phil is dressed and Val is tying his shoes. Phil

hiccups.

VAL

Stop it!

Phil hiccups again. Just then, a quick KNOCK, the door

opens and Dennis comes in.

DENNIS

There you are, Phil. I just want

to remind you both to keep quiet

about you know what.

VAL

What? Oh, sure.

(CONTINUED)

33.

33 CONTINUED:

Phil nods.

DENNIS

Okay. See you at briefing.

He goes out, closing the door behind him.

VAL

(to Phil)

You did good.

Phil lets out a loud hiccup he'd been saving up.

34 INT. MESS HALL

It's crowded and smoky. The enlisted men are jammed

together on one side of the hall. The officers have

more space on their side. Val and Phil are going down

the line. A tough Army COOK is serving eggs, bacon and

pancakes.

COOK

We're counting on you today, sirs.

Kick Hitler's butt.

VAL

Give him extra. He's real hungry.

The Cook heaps some more eggs on the plate. Phil

watches, nauseated.

CUT TO:

CLAY, VIRGE, EUGENE, JACK, RASCAL AND DANNY

are crowded at a table, all smoking and drinking coffee.

Jack is the only one eating.

JACK

These powdered eggs would gag a

buzzard.

He takes Virge's plate and scrapes the eggs onto his

plate and eats those, too. Luke and Dennis come over.

DENNIS

How are we doing this morning,

men?

Luke puts a hammerhold on Rascal's neck.

(CONTINUED)

34.

34 CONTINUED:

RASCAL

Stop it! You won't have a chance

to do that after today, Luke, sir.

LUKE

I wouldn't be so sure. Right,

Dennis?

Suddenly, across the room, a CRASH and CLATTER. Everyone

looks. Val is scurrying to retrieve a box of silverware

Phil knocked over. Dennis watches. Luke watches Dennis.

DENNIS

I guess we've all got the jitters

this morning. See you after

briefing.

Dennis walks off. Luke breathes a sigh of relief.

35 INT. BRIEFING ROOM

Up front, a small stage. On stage, a board covered by

a curtain. On the left side, a spool of red yarn, the

yarn leading behind the curtain. The room is crowded,

noisy and smoky. Val escorts Phil to a seat in the

back. He's nearly comatose. Luke comes up to them,

holding his dog, a brown and white speckled mutt.

LUKE

How the hell's he going to get

through the navigator's briefing

afterwards?

VAL

On a wing and a fucking prayer.

Val and Phil sit. Luke leaves them to take his seat

down front with Dennis.

CUT TO:

DANNY AND ROOKIE

sitting across the aisle with the other radio operators.

ROOKIE

I thought we'd have a little more

practice before we went up.

DANNY

You'll do fine.

(CONTINUED)

35.

35 CONTINUED:

Danny takes out a couple of pencils and gives the Rookie

one, then turns to a fresh sheet in his notebook.

Suddenly, a sharp voice calls out.

VOICE (O.S.)

Tenn-hut!

Everyone rises to attention. The CO steps up on stage.

CO

At ease, gentlemen.

Murmuring and shuffling as everyone sits.

CO

I hope you all had a good time

last night. But now it's back to

business. The target for today

is...

The S-2 pulls back the curtain to reveal a map of

Northern Europe. The red yarn extends from East Anglia

all the way across the North Sea, then turns sharply

and penetrates into Germany.

CO

Bremen.

The room erupts into disbelief, gasps, groans, nervous

laughter. First we see Dennis and Luke, then Phil and

Val, then Danny and the Rookie, all looking at the map

in shock. They weren't expecting this.

36 EXT. BRIEFING ROOM

The CO hurries out of the briefing room. Bruce is

waiting for him.

BRUCE

(angrily)

Are you crazy? Bremen's one of

the most heavily-defended cities

in Germany! They'll get blown out

of the sky. You've got to pull

the Memphis Belle from this

mission.

CO

No.

BRUCE

I need those men. This whole

public relations junket depends...

(CONTINUED)

36.

36 CONTINUED:

CO

(interrupting)

I have orders to put every plane

in the sky that I can.

BRUCE

Craig, if we present a united

front, the two of us, we can get

the Belle pulled. You talk to

H.Q. I'll talk to Washington.

CO

I promised General Eaker 24 planes

today. I lost one yesterday. The

Memphis Belle has to go.

BRUCE

You don't really care if those men

live or die, do you? They're just

another plane to you. Just so you

can reach your quota.

CO

Colonel, I'm in command here and

I've made my decision!

BRUCE

Your decision is inhuman and

irresponsible, and I'm going to

make sure everybody knows about

it, starting with General Eaker.

Bruce turns and jogs across the base, dodging a Jeep as

he goes. The CO watches him go.

37 INT. BRIEFING ROOM

The lights are off. A large blown-up photograph is

projected on the screen: an aerial view of a railyard,

a river snaking through, some trees and houses. The

S-2 taps a large, square building in the center of the

photo with his pointer. He taps it three times.

S-2

This is our target right here.

It's a square building, the only

square one in the area, so you

can't miss it. Note these

railroad tracks on the east and

this long, rectangular building

on the north. That's a hospital.

These are houses here. This is a

school and a playground.

(CONTINUED)

37.

37 CONTINUED:

ON VAL

He's watching very carefully. This is his department.

He stares at the picture, trying to memorize every

detail. Beside him, Phil is fast asleep.

38 EXT. LOCKER ROOM

The room is filled with men in various stages of dress,

Rascal, Clay, Jack, Eugene and Virge among them. They

wear long underwear next to their skin, then bright blue

heated suits over that. Pants and blouse over that.

Then a leather flight jacket with a long extension cord

sticking out. The blue bunny suits plug into the waist

of the flight jacket. Thick, fleece-lined boots and

gloves are next, a wool scarf, a helmet, and, finally,

a Mae West, a deflated yellow life jacket. Rascal is

fully-dressed and looks a little stocky with all these

clothes on. Clay is just pulling on his long underwear

and he sings as he does it.

CLAY

(sings)

'I'm putting on my top hat,

Tying up my white tie,

Brushing off my tails...'

RASCAL

There he goes, the human jukebox.

Clay buttons up the front of his underwear.

CLAY

(sings)

'I'm duding up my shirt front,

Putting in the shirt studs,

Polishing my nails...'

39 INT. BRIEFING ROOM

The CO is now standing on the stage. The room is silent.

He speaks with quiet force and feeling, but careful not

to let his anxiety and anguish show.

CO

Today they've given us a chance to

really make a difference in this

war. Let's do this job the best

we can and leave the rest in the

hands of God.

(MORE)

(CONTINUED)

38.

39 CONTINUED:

CO (CONT'D)

With luck it'll all be over soon

and we can go back home to our

families. My thoughts will be

with you and I won't rest until

you're back. Each and every one

of you. Dismissed.

40 INT. CO'S OFFICE

Bruce is yelling into the phone.

BRUCE

I've talked to six different

people and been cut off twice! I

want General Eaker on this phone

now or I want your name, Corporal.

I'll hold, but you better not cut

me...

A second, then he jiggles the cradle. He's been cut off.

41 INT. BRIEFING ROOM

The navigator's briefing is in progress. In the back,

two lines: one for radio operators (Danny and the Rookie

in this one) and one for bombardiers. Val is lined up to

receive his flimsies, Luke with him. They're both watching

Phil. The GROUP NAVIGATOR drones on in the b.g.

GROUP NAVIGATOR

You'll have nil to 3/10 low clouds

at takeoff with visibility one to

two miles. You'll assemble over

the field at 3,000 feet...

VAL

So far, so good.

ON PHIL

He's awake and paying attention. Then we see why. He's

jabbing the sharp point of his compass into his forearm.

It's spotted with blood.

42 EXT. BASE

Clay, Eugene, Jack, Virge and Rascal are piled into the

back of a Jeep parked on the edge of the perimeter track.

They stare at Danny in shock.

(CONTINUED)

39.

42 CONTINUED:

RASCAL

Bremen! We're dead men! We're

dead!

VIRGE

Shut up, Rascal!

RASCAL

You shut up, Virgin!

EUGENE

Cut it out. Clay, what're the

odds today?

CLAY

(calmly, objectively)

Well, they'll overload us with

bombs, so it's about thirty to

one we'll crash and blow up on

takeoff. Then, they're going to

throw every fighter they've got at

us, so, five to one against us

even getting to Bremen. Then,

you've got your flak batteries...

JACK

Skip the gory details.

CLAY

Basically, we're fucked.

Then Dennis walks up, Luke, Val and Phil behind him.

As soon as the enlisted men see Dennis they smile and

try to look innocent and happy to be going to Bremen.

Without a word, Dennis gets in the front seat of the

Jeep and the enlisted men make room for the other

officers.

43 EXT. FIELD

They're all in the Jeep, some seated, others hanging on

to the back or sides. They're being driven across the

field. Luke's DOG runs along with the Jeep, BARKING.

44 EXT. SOUTHERN BELLE

The Jeep halts at the plane. The crew gets up and

starts for the hatches. The ground crew is doing a

final check, crawling all over the plane. Les is

supervising.

40.

45 INT. COCKPIT

Hundreds of dials and switches on the instrument panel.

More gadgets on the left and right walls. Between the

pilot and co-pilot seats is a pedestal with the ignition

switches, engine controls and throttles. Below that,

another box with switches and wheels controlling the trim

tabs, elevators and rudders. Luke sits in the co-pilot

seat. He plugs in his intercom and speaks.

LUKE

Soon as you're ready, call in.

46 INT. NOSE

The front of the nose is Plexiglas. There are two guns

on the sides, right and left. Under the right gun, an

intricate panel of bombing instruments. There are more

instruments, dials, gauges and buttons -- including the

bomb release switch -- on the left. Val takes the canvas

cover off a complicated device in the very tip of the

nose: the Norden bombsight. He wipes it carefully with

a cloth.

VAL

Bombardier checking in.

Phil is behind him at a little desk that juts out of the

left wall. Above and behind his desk is more equipment:

hoses, gauges, compasses. In the ceiling, a small

Plexiglas dome. Phil very neatly arranges his pencils,

compasses, rulers, maps, flimsies, log book -- everything

in its place.

PHIL

Navigator checking in.

47 INT. TOP TURRET

Directly behind the cockpit is a small platform where

Virge stands. He's checking his twin .50 caliber machine

guns in the top turret. They stick out of a small

Plexiglas bubble in the roof. The TURRET is

hydraulically-operated with hand controls; it WHINES and

CLANKS as it rotates. Directly behind the top turret is

the bomb bay.

VIRGE

Top turret checking in.

48 INT. RADIO ROOM

Behind the bomb bay is Danny's radio room. He has a desk

against the left forward bulkhead.

(CONTINUED)

41.

48 CONTINUED:

His radio receivers, transmitters and Morse code key are

on the desk. Additional equipment is on little shelves

bolted to the right bulkheads, fore and aft. A .50

caliber machine gun points out of a small window in the

ceiling -- Danny's gun. Danny has his headphones on,

his codebooks open, and is making notations in his log

book. His box camera is also on the desk. On his wrist

he wears a big red rubber band.

DANNY

Radio operator checking in.

49 INT. BALL TURRET AREA

An area that contains the top of the ball turret. Rascal

is checking his ammunition boxes.

RASCAL

Ball turret checking in.

50 INT. WAIST

There are two large open windows on either side of the

plane. The plane has tapered and is much narrower towards

the back. Jack and Eugene are on their respective sides

of the fuselage, checking their guns and ammo. When in

action, Jack and Eugene are hip to hip, with no room to

spare.

EUGENE

Right waist gunner checking in.

JACK

Left waist checking in.

51 INT. TAIL

The tail gun position is very cramped. There's only room

for one man and he has to kneel in front of his twin

.50s. His head sticks up into a rectangular box with

small windows in it, providing maximum view and minimum

protection. Clay adjusts the rope of ammunition which

leads from the ammo box to the guns. Clay's lucky

horseshoe hangs on the left.

CLAY

Tail gunner checking in.

In this section we should have the sense that each crew

member knows his job inside out and gives it his fullest

attention. No horsing around now.

42.

52 INT. COCKPIT

Dennis and Luke are in their seats. Dennis checks off

items on a clipboard.

DENNIS

Auto pilot.

LUKE

Off.

DENNIS

De-icers, anti-icers.

LUKE

Off.

DENNIS

Generators.

LUKE

Off.

DENNIS

Good. Crew, assume positions for

takeoff.

Virge jumps down from the top turret and crouches behind

the control box. Then he taps Dennis on the shoulder

and points. Racing towards them across the tarmac is a

Jeep. Dennis opens his side window. The Jeep slows and

a LIEUTENANT yells up to Dennis.

LIEUTENANT

Captain, there's a delay. We've

got a 9/10ths cloud cover over the

target. But there's a strong wind

and we're hoping it'll blow over.

Stand by your plane until further

notice.

DENNIS

How long?

LIEUTENANT

They don't tell me doodly, sir.

The Jeep pulls away. Luke pounds the control column in

frustration.

LUKE

Damnit! They always do this!

Dennis speaks over the interphone.

(CONTINUED)

43.

52 CONTINUED:

DENNIS

Men, we're delayed. There's cloud

over the target. They're asking

us to stand by until further

notice. Danny, tell the others.

53 OMITTED

&

54

55 INT. RADIO ROOM

Danny turns around and speaks to Jack, Eugene, Rascal

and Clay.

DANNY

The target's clouded up. We're

delayed.

The other guys look at each other, disappointed and

relieved at the same time.

RASCAL

Snafu.

JACK

Situation normal...

RASCAL, JACK, EUGENE, CLAY

All fucked up!

56 INT. COCKPIT

Luke is unplugging his interphone cord and taking off his

headset. Virge is still crouched behind the control

box. Dennis speaks over the interphone.

DENNIS

Gentlemen, we're stood down for a

while. Let's take the extra time

to double-double check everything.

Let's make this mission our best

one yet.

Virge steps up into the top turret. Luke starts getting

up from his seat.

DENNIS

Okay, Luke, let's do the preflight

check again. Fuel Transfer

Valves.

(CONTINUED)

44.

56 CONTINUED:

LUKE

Did you hear? There's a complete

cloud cover over Bremen. We're

not going anywhere!

DENNIS

Fuel Transfer Valves.

LUKE

Off! They were off before!

They're still off!

DENNIS

Intercoolers.

57 EXT. MEMPHIS BELLE

Phil drops out of the forward hatch and walks under the

belly of the plane. He hoists himself up onto the left

wing, lies down, puts a parachute under his head as a

pillow and closes his eyes.

58 EXT. FARM

At the edge of the airfield, a hedgerow and beyond it, a

farmhouse, crops, some sheep grazing. Clay calls across

to a ruddy FARMER, who's trying to repair an ancient

horse-pulled combine baler.

CLAY

Busted?

FARMER

It's no use, Yank. This thing's

old as the hills and there's not

a spare part to be found these

days.

CLAY

I've got one just like it at

home. Let me take a look.

Clay goes to a gap in the hedgerow where part of a roll

of barbed wire is stuck. Clay pulls it out and steps

through the hedge.

59 INT. CO'S OFFICE

Bruce is on the phone as the CO comes in. Bruce is

really wound up.

(CONTINUED)

45.

59 CONTINUED:

BRUCE

Well, wake him up at home!

(covers phone, then

to CO)

Washington.

CO

Bruce, I won't tolerate this. If

I have to, I'll have you arrested

and locked up until takeoff.

BRUCE

Craig, there won't be any more

takeoffs if we can't convince

people back home daylight

bombing makes sense. With the

Belle I can say, look, they made

it, they survived 25...

CO

Bruce, if the weather changes,

they're going.

The door opens and the S-2 enters.

S-2

Sir, it looks like that cloud

cover is breaking up. H.Q. will

make a decision in the next ten,

fifteen minutes.

CO

Thank you, Corporal.

The S-2 leaves. The CO and Bruce look at each other.

BRUCE

A lot can happen in fifteen

minutes.

(in phone)

Yes, I'm still here! Great! You

bet I'll hold.

60 OMITTED

61 EXT. FARM

The baler is fixed and Clay is riding it. Luke walks

alongside and throws a stick to his dog, who chases it.

Luke is frustrated and impatient with the stand-down.

This whole section has anxiety and tension to it. Are

they going up or not? Why is it always "hurry up and

wait?"

(CONTINUED)

46.

61 CONTINUED:

LUKE

All you do is call up on the

intercom and say you're having

trouble in the tail. I'll come

back and you let me have the gun

for five minutes.

CLAY

It's against regulations.

LUKE

Screw regulations. This is my

last chance. How am I going to

get girls when I go back home if

I haven't killed a single Nazi?

CLAY

If they found out, they'd put my

hot dog in a bun and chow down.

LUKE

Nobody's going to find out. It's

just between us. I'll do anything

you say. Name your price.

The dog charges back with the stick and jumps into Luke's

arms.

CLAY

Give me your dog.

Luke looks at Clay, speechless.

62 EXT. MEMPHIS BELLE

Virge and Rascal by the ball turret. Virge is putting

his tools back in the toolbox. Frustrated by the

hiatus, Virge and Rascal are on each other's nerves more

than ever.

RASCAL

You're flight engineer...

VIRGE

I'm flight engineer when we're in

flight. Les is ground crew chief

and he checked it out and it's

okay.

RASCAL

I know, but look at it.

(CONTINUED)

47.

62 CONTINUED:

VIRGE

I just did! Rascal, how many

times...? You're just nervous.

RASCAL

I'm not just nervous! It jammed

last mission! I'm the one who has

to sit in this rat trap!

VIRGE

I checked it, top to bottom. It's

okay. Take it easy, Rascal.

Virge picks up his toolbox and starts to walk away.

RASCAL

Gee, thanks, Virgin.

VIRGE

The name is Virgil.

RASCAL

Not to me.

VIRGE

You know, Rascal, I could tell you

something.

RASCAL

What? Tell me, Virgin.

Virge hesitates. He'd love to tell Rascal and get him

off his back. But he can't -- he promised Faith.

VIRGE

Nothing.

He walks away. Rascal continues worrying over the turret.

63 OMITTED

thru

65

66 EXT. MEMPHIS BELLE

It has clouded up a bit. It's quiet. The crew is

gathered on the left side of the plane. Phil is still

asleep on the wing. Dennis is looking over his flimsies

and Clay is whittling a model of the Belle out of soft,

white wood. The other guys are nervous, anxious, jumpy.

Val is compulsively doing sit-ups, one after another.

(CONTINUED)

48.

66 CONTINUED:

Rascal can't keep still, he's drumming his fingers on

his knees, bouncing his legs up and down, etc. Eugene

is running his St. Anthony medal up and down its chain

while Jack is doing sleight of hand, pulling sticks of

gum out of Eugene's nose and ears. Luke is fooling

around with his dog. Danny is writing in a composition

book. Virge is oiling and cleaning the tools in his

toolbox. One slips out of his hand and drops into the

box with a clang. Eugene, Jack and Rascal jump.

RASCAL

Jesus!

EUGENE

Virge, do you have to?

VIRGE

Sorry, I just...

EUGENE

(to Jack)

Stop it! Leave me alone!

CLAY

Seven to one we're not going.

VAL

Let's just go. Just get it over

with.

JACK

I'd rather get it over by going

to a nice little French target.

RASCAL

Yeah, so if we have to bail out,

we could hide in some little

French girl's hayloft.

VIRGE

Is that all you think about,

Rascal?

RASCAL

Gotta make up for you, Virgin.

Take up the slack.

Virge shoves him. Rascal goes for him. Eugene grabs

Rascal, Clay grabs Virge.

DENNIS

Okay, men, calm down. Getting

excited isn't going to do any

good. Relax. Be more like Phil.

(CONTINUED)

49.

66 CONTINUED: (2)

Luke and Val exchange a look -- if Dennis only knew.

Then Jack grabs Danny's composition book.

JACK

What're you writing, Danny Boy?

Poetry! We have a poet on the

plane!

EUGENE

Give it back, King Kong.

Eugene snatches the book from Jack, tosses it to Clay,

who tosses it to Virge, who gives it back to Danny.

VAL

Read us something you wrote, Danny.

DANNY

No...

RASCAL

I wanna hear some poetry!

VIRGE

Come on, come on.

DANNY

Nothing's finished.

DENNIS

Don't be shy, Danny.

Jack takes out his harmonica and starts playing a little

of "Danny Boy." Danny blushes. They all look at him,

waiting. Reluctantly, Danny opens his book.

CLOSE SHOT - NOTEBOOK

Everything is crossed out. He turns a page or two. Same

thing, everything is crossed out.

ON DANNY

Everyone is watching him. He looks down at the book and

pretends to read. He starts nervously.

DANNY

'I know that I shall meet my fate

Somewhere among the clouds above;

Those that I fight I do not hate,

Those that I guard I do not

love...'

(CONTINUED)

50.

66 CONTINUED: (3)

He hesitates. They're listening. It's very quiet, just

the harmonica. Danny recites from memory.

DANNY

'Nor law, nor duty bade me fight,'

'Nor public men, nor cheering

crowds,

A lonely impulse of delight

Drove to this tumult in the

clouds;

I balanced all, brought all to

mind,

The years to come seemed waste of

breath,

A waste of breath the years behind,

In balance with this life, this

death.'

Long, long silence. The words have expressed the feelings

of each of these men, the attraction to the fight

and the fear of it; the threat of death and the excitement

of its closeness. We FOCUS ON Dennis -- he's

particularly struck by the poem. This is a moment

suspended in time -- then it's abruptly broken when the

JEEP races up, SKIDS to a halt and the Lieutenant yells

to Dennis.

LIEUTENANT

Captain, you're going up!

Takeoff's in five minutes!

The Jeep speeds away. The men quickly grab their clothes

and equipment and start towards the hatches. Val shakes

Phil awake and helps him down from the wing. Clay pulls

on his jacket and speaks to Luke.

CLAY

Okay, Lieutenant, it's a deal.

LUKE

I'm not giving you my dog.

CLAY

I don't want that flea-bitten,

mangy pooch anyway.

Clay jogs off to the waist hatch. Luke puts the dog

down, pats him, then also heads for the waist hatch. The

dog watches him go, then charges across the field toward

the control tower.

67 INT. COCKPIT

Luke climbs into his seat and plugs himself in.

(CONTINUED)

51.

67 CONTINUED:

LUKE

Let's do the preflight check again

for good luck.

Dennis picks up his clipboard and pencil, then hesitates.

DENNIS

Luke, if we could decide right now,

do we go or do we stay... what

would you choose?

LUKE

Are you kidding? Go! I can't

wait!

He grabs the clipboard and pencil from Dennis.

LUKE

Fuel transfer valves. Open.

He starts going through the checklist for the third time.

68 EXT. CONTROL TOWER BALCONY

The CO nods to the S-2, who points a flare GUN in the air

and FIRES. A green flare shoots up.

69 INT. COCKPIT

Dennis flips a switch on the pilot's control panel.

70 EXT. MEMPHIS BELLE

The prop on ENGINE one begins turning, then COUGHS and

BELCHES a white cloud of smoke. The prop whirls into

invisibility.

71 INT. RADIO ROOM

Danny is sitting at his desk, tuning his radio, making

notes and eating a candy bar. Rascal and Clay are sitting

on the floor against the left aft bulkhead. Rascal

compulsively shuffles a deck of cards. Clay is whittling

again. Jack and Eugene sit against the right aft bulkhead.

Jack practices his magic on Eugene, making a coin

disappear, then pulling it out of Eugene's nose. Eugene

is praying and tries to brush Jack away. But Jack persists,

pulling a piece of gum out of Eugene's ear.

72 EXT. MEMPHIS BELLE

ENGINE TWO COUGHS and STARTS UP.

52.

73 INT. NOSE

Phil's desk is vibrating so much it's hard to keep things

in order. His maps slide onto the floor. He picks them

up, then his compass falls off, then his ruler. He picks

them up and puts them in place, then his maps slide to

the floor again.

74 EXT. MEMPHIS BELLE

ENGINE THREE WHIRLS into action. Then ENGINE FOUR STARTS

UP. ENGINES are POUNDING, rattling the ground all over

the field.

75 OMITTED

&

76

77 EXT. CONTROL TOWER BALCONY

The CO is on the control tower balcony, watching the

scene through binoculars. Bruce comes out of the control

room, steamed that his efforts to stop the Belle have

failed.

78 EXT. MEMPHIS BELLE

Les signals to the ground crew to pull the chocks out

from under the front wheels. As two members of the

ground crew do it, we see them up CLOSE, then we PULL

BACK WITH them and the plane is revealed with all four

ENGINES POUNDING, props whirling with tremendous speed

and power. The plane begins to move forward.

78A EXT. BASE

The ROAR of ENGINES is deafening as twenty-two planes

start moving off the hardstands onto the runways, getting

into position for takeoff. There's no turning back now.

The sheer mechanical and human effort to get to this

point is monumental, exciting. Once they're in line,

we see them FROM ABOVE -- plane after plane after plane

after plane, ENGINES ROARING, the air wrinkled with their

fumes, waiting to go.

79 INT. COCKPIT

Luke looks down at his watch.

CLOSE SHOT - WATCH

It is exactly 9:00.

53.

80 EXT. CONTROL TOWER BALCONY

The S-2 FIRES a second flare: this one splits into two

green prongs.

81 EXT. RUNWAY

The lead plane, Windy City, opens its throttles and

hurtles down the runway and soars into the sky, surprisingly

graceful. Then another plane, Mama's Boys, charges

down the runway and takes off. Then a third plane,

C CUP, ROARS down the runway and takes off.

82 OMITTED

thru

92

93 EXT. RUNWAY

The Memphis Belle starts down the runway. We TRACK WITH

it, keeping pace as it picks up speed, steadily, smoothly.

The wheels start to lift off the runway. The plane,

which has seemed too heavy to ever get off the ground,

takes to the air gracefully, naturally. It soars.

Finally, we can't keep up with it and we watch as it

flies off into the horizon, its ROAR DIMINISHING and

leaving us with silence and an empty feeling. We can't

help them now. They're on their own.

94 EXT. HARDSTAND

Les and the ground crew watch the plane until it's gone.

They feel helpless. Les, exhausted from working twentyfour

hours to get to this moment, turns away and picks

up his bicycle from the ground. He starts to ride back

to the barracks.

95 OMITTED

thru

103

104 INT. COCKPIT

We're inside now. We're rising fast and flying towards

a huge, dense cloud.

DENNIS

Wheels!

LUKE

I know.

He flips a switch on the throttle box. There's an ELECTRIC

WHINE as the LANDING GEAR retract.

(CONTINUED)

54.

104 CONTINUED:

DENNIS

Watch the cowl flaps.

LUKE

(annoyed)

I know!

And we enter the cloud. Visibility is gone. There's

nothing but white blankness. It's like suddenly becoming

blind. It's terrifying. There's silence, just the ROAR

of the PLANE. Then, abruptly, without warning, another

huge B-17 appears right in FRONT of us! We're going to

crash into its left wing. There is no way to avoid the

collision.

LUKE

Look out!

Luke ducks. Dennis pushes on the control wheel. He

does this calmly, without panic. The nose of the Belle

suddenly drops down and Virge is thrown off-balance and

falls hard to the floor. The other PLANE ROARS directly

overhead. When it's clear, Dennis straightnes out the

plane. This all happens so fast, it's over before we

know it -- but it's hair-raising and an ominous premonition

of what's to come. Luke comes up from his tuck,

amazed they're still in the air. Virge picks himself up

then touches his forehead. There's a little gash and he

gets blood on his fingers.

105 OMITTED

&

106

107 EXT. MEMPHIS BELLE

The plane breaks out above the clouds into dazzling blue

sky and bright sun. It's spectacularly beautiful.

Another plane comes up on its left: Baby Ruth.

108 INT. COCKPIT

Luke looks out the left window at the left wingman.

LUKE

Baby Ruth. Who's our right

wingman?

DENNIS

Mother and Country.

LUKE

Swell. The rookie crew.

(CONTINUED)

55.

108 CONTINUED:

DENNIS

Luke, take over for a second.

Luke puts his hands on the control wheel. Dennis picks

up a Thermos from the floor, unscrews the lid and pours

hot liquid into the cup. Dennis offers the cup to Virge.

DENNIS

Soup?

Virge shakes his head. The cut on his forehead has

dried.

109 INT. WAIST

A fierce WIND BLOWS in constantly through the open waist

windows. Jack unlashes his gun and strokes it, fondly.

JACK

Okay, Mona, let's get us a nice

little 109 today. We got one,

let's do it again.

EUGENE

Sweet-talking your gun won't help,

Jack. Just straight shooting.

JACK

Butt out, Gene.

EUGENE

You know, when I got my two Nazi

fighters...

JACK

You're asking for it!

Eugene turns to his side, chuckling. Jack clips him in

the back of the legs with his knees, making Eugene

crumple and stagger. Jack laughs.

110 INT. BARRACKS

The room is a mess. Les looks around. He closes a

locker that was left ajar. He picks up an undershirt

lying on the floor, folds it and places it on a bed.

Picks up a pair of boots and sets them under another

bunk. He starts tucking in the rumpled covers of another

bed.

111 EXT. MEMPHIS BELLE

Baby Ruth is flying tight on the left and now the brand

new plane, Mother and Country, comes up on the right.

56.

112 INT. NOSE

Val is making adjustments to his bombing instruments on

the left side of the nose.

VAL

Captain, okay if I arm my bombs?

DENNIS (V.O.)

Go ahead.

Val yanks out his intercom cord and starts towards the

back of the nose. Phil pulls off a class ring from his

finger and holds it out.

PHIL

Val, take this.

VAL

Phil, you're not going to die.

PHIL

Just in case.

VAL

You're flak happy. We took a big

chance on you. Just do your job

and shut up!

He doesn't take the ring. He brushes past Phil and goes

up the hatch to the cockpit.

113 INT. BOMB BAY

Val stands on the narrow catwalk running the length of

the bay. There are eight bombs, four on each side --

olive drab bombs with three thin yellow bands. Val eases

the cotter pin from the nose of one of the bombs. He

looks at the bomb, then pats it a little as if to calm

it down.

114 INT. BALL TURRET AREA

Virge is helping Rascal drop down into the ball turret

through the entry hatch.

VIRGE

Rascal, there's nothing wrong

with the turret.

RASCAL

Don't worry your pretty head

about it, Virge.

VIRGE

I'm just doing my job.

(CONTINUED)

57.

114 CONTINUED:

RASCAL

Now you do it. Thanks a lot.

Rascal disappears into the turret. Virge closes the

hatch on his back.

115 INT. BALL TURRET

Rascal is curled into the womb-like turret. His legs are

spread and his feet are set on pedals which control the

movement of the turret. There are small windows on each

side and one large circular window of armored glass in

front. He has no room at all. It's claustrophobic.

At the same time, the turret is insubstantial, as if

Rascal weren't in the plane at all, just tenuously

clinging to its belly. He presses the foot pedals,

spinning the turret around, testing it.

116 INT. COCKPIT

Ahead and slightly above the Belle is the first flight:

Windy City in the center, Mama's Boys on its left,

C Cup on its right. Luke is fastening his oxygen mask.

LUKE

We're at ten thousand feet. Let's

hear your oxygen checks. Clay,

how are you doing back there?

117 INT. TAIL

Clay is kneeling in front of his twin guns, looking down

on the formation spread out above and below. Planes for

miles. He fastens his oxygen mask tight over his nose

and mouth, then checks the gauge to make sure oxygen is

flowing.

CLAY

(sings)

'Don't worry 'bout me, I'll get

along...'

118 OMITTED

119 INT. NOSE

On his map, Phil has drawn a line from Bassingbourn, near

Cambridge, northeast to Swaffham. Now he extends the

line from Swaffham east to Great Yarmouth, on the British

coast.

(CONTINUED)

58.

119 CONTINUED:

PHIL

Captain, we're exactly five miles

south southwest of Great Yarmouth.

This is the rally point. We're

in formation.

DENNIS (V.O.)

Okay, boys, we're on our way.

120 EXT. MEMPHIS BELLE

First we see the Memphis Belle, flying steady and level.

Then we PULL BACK to see its two wingmen, Baby Ruth and

Mother and Country flying tight on the left and right.

We CONTINUE PULLING BACK FURTHER AND FURTHER, REVEALING

more and more planes -- B-17s stacked up all over the sky.

The formation is composed of three groups, each group

containing eighteen planes. Memphis Belle is in the

first group. Within the first group there are three

squadrons: high, lead and low. Memphis Belle is in the

lead squadron. The high squadron is above it, behind

and to the left. The low squadron is below and to the

right. Each squadron consists of six planes, divided

into two flights. The first flight flies above and

ahead of the second. In our squadron, the first flight

is Windy City, Mama's Boys and C Cup. Memphis Belle is

the lead plane of the second flight, with Baby Ruth and

Mother and Country as its left and right wingmen.

Altogether, there are nearly 300 planes in the air, a

majestic sight. Contrails -- wide, beautiful strips of

vapor -- are streaming from their engines. Below, the

deep green land ends in a white coastline. From then on,

nothing but grey sea.

121 INT. WAIST

Jack and Eugene are at their guns, watching the sky

tensely for fighters. Dennis's voice comes over the

INTERCOM.

DENNIS (V.O.)

Listen, men, I'm showing thirty

below zero up here, so keep your

gloves on. Don't touch your gun

with your bare hands or you'll

freeze right to it. I don't want

anyone losing any fingers.

122 INT. RADIO ROOM

Danny carefully wraps the champagne bottle in an extra

blue heated suit, sets it carefully on the floor under

his desk, and plugs the socket into the outlet on the

wall.

(CONTINUED)

59.

122 CONTINUED:

DENNIS (V.O.)

And keep checking your masks for

frozen saliva. That stuff gets

down there and blocks up your

oxygen flow. The last thing I

need is someone passing out on

me.

123 INT. BALL TURRET

Rascal spins the TURRET around, testing it. It turns

smoothly, with a high HYDRAULIC WHINE. He raises and

lowers his guns. He's still worried about the turret,

almost trying to find something wrong.

RASCAL

In short, don't drool.

DENNIS (V.O.)

In short, check your masks.

124 INT. NOSE

Phil takes off his watch and sets it down on top of his

maps, where other items are laid out: his dog tags,

rabbit's foot, class ring and baseball cards which have

black and white photos of the Yankees on them. He's

trying to decide who gets what. Val is in the front of

the nose, checking the bombsight.

DENNIS (V.O.)

Keep the intercom free and call

out those fighters. Make it

short and sweet.

PHIL

(to himself)

This is for Virge. No, Clay.

This is for Virge.

DENNIS (V.O.)

And don't shout. We can hear you

loud and clear. Let's make this

our best run yet. One we can

really be proud of.

VAL

Right in the pickle barrel, huh,

Dennis?

DENNIS (V.O.)

Only in the pickle barrel. Keep

your minds on your job, work

together and stay alert.

60.

125 INT. TAIL

Clay has dropped off to sleep. He has fashioned a little

pillow from an extra pair of long johns and lodged it

between his head and the fuselage wall.

126 INT. RADIO ROOM

Danny is tuning his RADIO.

DANNY

Captain, I'm getting Gracie Allen

here. Can I put her on?

RASCAL (V.O.)

Yeah, yeah!

VIRGE (V.O.)

Please, sir!

DENNIS (V.O.)

All right, Dennis. But when I

say that's enough...

Danny flips a switch. The voices of GEORGE BURNS and

GRACIE ALLEN are clear.

GRACIE (V.O.)

... My family is putting on a

back yard circus, just like we did

when I was a kid.

GEORGE (V.O.)

Every spring you kids used to put

on your own circus?

GRACIE (V.O.)

Yes. Of course, admission was

free, but that was only for

people who could afford it.

Audience laughter. Danny laughs, too.

127 INT. NOSE

Phil is still trying to figure out who gets what. He

has added a fountain pen and an air medal to the

collection.

GRACIE (V.O.)

Aunt Gertrude was the snake

charmer.

GEORGE (V.O.)

Aunt Gertrude? The one who's so

nearsighted?

(CONTINUED)

61.

127 CONTINUED:

PHIL

Clay... Eugene... Jack...

128 INT. TOP TURRET

Virge is slowly rotating his turret, anxiously watching

the blue sky through the Plexiglas bubble.

GRACIE (V.O.)

Yes. She had a little snake and

she was supposed to put it in a

basket and then blow on a flute

until the snake stuck its head up.

129 INT. WAIST

Jack is behind his gun, watching the sky and eager to

get into action. Eugene has made a sign on the back of

an old flimsy and now puts two pieces of electrical

tape on it.

GRACIE (V.O.)

And what do you suppose happened

one Saturday afternoon?

GEORGE (V.O.)

She put the flute in the basket

and blew on the snake.

GRACIE (V.O.)

Wasn't that awful!

Jack laughs. Eugene laughs with Jack and slaps him on

the back, attaching the sign without Jack knowing it.

It reads, "COULDN'T GET LAID LAST NIGHT!"

130 INT. RADIO ROOM

A loud burst of STATIC. Danny adjusts the RADIO, but

the static won't go away.

GRACIE (V.O.)

I was the lion tamer. Of course,

I just used our house cat...

The voice disappears. Danny fiddles with the dials some

more. The signal returns, but very faintly.

GRACIE (V.O.)

... But when she got in front of

the audience she forgot all her

tricks and just had kittens...

(CONTINUED)

62.

130 CONTINUED:

The voices disappear again. This time Danny can't get

them back -- there's only STATIC. Disappointed, Danny

switches the RADIO OFF. Silence.

DENNIS (V.O.)

Okay, test your guns.

131 INT. BALL TURRET

Rascal spins the turret as he FIRES. The vibration of

the GUNS rattles the turret and goes right through him.

132 INT. WAIST

Eugene and Jack FIRE out of their two open windows.

SHELL CASINGS SPIT out onto the floor.

133 INT. NOSE

Phil and Val FIRE their GUNS -- Phil on the left side,

Val on the right.

134 INT. TAIL

Clay wakes up in a panic. He grabs his gun and looks

around for fighters.

135 INT. TOP TURRET

Virge stops firing his guns. He puts up a hand to shield

his eyes from the bright sunlight.

VIRGE

Little friends, three o'clock

high!

136 EXT. MEMPHIS BELLE

P-47 Thunderbolts streak across the sky above the

formation, like fat hummingbirds. They're careful not

to point their noses at or fly directly into the formation

to avoid being mistaken for enemy aircraft.

These one-seat fighters have a single propeller mounted

in a round, blunt nose with a white ring around the

cowling. They have eight machine gun barrels, four

on each wing. They zoom effortlessly through the air

at 300 m.p.h. and can perform dazzling acrobatics.

137 INT. COCKPIT

Luke watches as one of the Thunderbolts zips by on the

far side of Mother and Country.

(CONTINUED)

63.

137 CONTINUED:

LUKE

I'd give anything to fly a

Thunderbolt. You're all alone,

you can do anything you want.

That's flying.

138 INT. WAIST

Phil is here, with Jack and Eugene. He has a small,

light oxygen tank slung over his shoulder on a strap.

It has eight minutes of air in it. Whenever the men

move around the plane for any length of time, they use

these little tanks, taking a hit of oxygen when they

need it. Both Jack and Eugene have their masks off to

talk. Phil hands Eugene a fountain pen.

PHIL

It's the best pen money can buy.

EUGENE

Why can't I have the baseball

cards?

PHIL

They're for Jack. Here, Jack.

He hands Jack the baseball cards. Jack looks longingly

at the fountain pen.

JACK

I'm really more of a football

fan myself.

Angrily, Phil grabs the pen from Eugene, thrusts it at

Jack, then takes the cards and gives them to Eugene.

He shouts at them.

PHIL

Happy?

He turns and stomps out of the room.

139 INT. RADIO ROOM

Danny is changing the film in his camera when he hears

the ROOKIE'S VOICE on the RADIO.

ROOKIE (V.O.)

Mother and Country calling

Memphis Belle. Come in.

Danny flips a switch on the radio.

(CONTINUED)

64.

139 CONTINUED:

DANNY

Read you, Mother. What's wrong?

Danny looks out his right window. Mother and Country can

be seen, flying very close. We might even see the

Rookie's head.

ROOKIE (V.O.)

Nothing, Danny, I just had a

question.

DANNY

We're not supposed to use the

radio unless it's an emergency.

ROOKIE (V.O.)

Oh, sorry. It was just about my

log book, whether I should write

down every radio communication I

hear or just...

DANNY

Write down everything at first.

Then later on... Look, we better

sign off.

ROOKIE (V.O.)

Okay. Thanks, Danny. I won't

bother you again.

Danny has wound his camera. He stands up and aims it out

the right radio room window.

DANNY

I'm taking your picture. Smile.

Danny snaps the picture.

140 INT. NOSE

Phil extends the line on his map out across the North

Sea. His hand shakes and the line goes wobbly.

DENNIS (V.O.)

We're getting close to enemy

territory. Be on guard. Call

out those fighters soon as you

see them.

141 INT. WAIST

Jack is alert, tense, checking the sky for fighters.

(CONTINUED)

65.

141 CONTINUED:

He checks from eight to ten o'clock, high and low. He

still isn't aware of the sign on his back. Eugene also

watches the sky, nervously. His duty is two o'clock to

four o'clock, high and low.

EUGENE

Clay, you really sang great last

night. You should do like we keep

saying. After the war go to

to Hollywood and get a record

contract like Frank Sinatra.

JACK

Yeah, so we can say we knew you

when.

142 OMITTED

143 INT. TAIL

Clay has a bird's eye view of the formation, spread out

in perfect "Vs" across the sky. It's a spectacular

sight. Clay is whittling his model plane. He looks up

occasionally for fighters -- his area is mainly four to

eight o'clock low.

CLAY

Nah. I'm gonna get a nice little

farm and a nice little wife and

settle down.

143A INT. COCKPIT

Dennis is intently flying the plane. Luke is, as usual,

sitting beside him with nothing to do.

CLAY (V.O.)

Luke's the one should go to

Hollywood. He could star in the

movies.

LUKE

Maybe, maybe. I don't know what

I'm going to do after the war.

Except not work.

RASCAL

Yeah, Luke, why go back to the

daily grind of being a lifeguard?

Take it easy!

(CONTINUED)

66.

143A CONTINUED:

VIRGE (V.O.)

I know exactly what I'm going to

do.

RASCAL

Virge, if I hear one more word

about that stupid restaurant...

144 OMITTED

145 INT. TOP TURRET

Virge is slowly turning in his turret, watching the upper

sky, all hours of the clock.

VIRGE

It's not stupid! At least I've

got a plan. What are you going

to do after the war, Rascal?

RASCAL (V.O.)

Come to your restaurant and rob

it!

145A INT. NOSE

Val is behind his gun on the right front side of the

nose. He's searching the sky, twelve to three o'clock

high and low. Phil is on his gun on the left side,

checking the sky nine to twelve, high and low.

JACK (V.O.)

Val's the smart one. He's almost

a doctor already. What kind of

doctor are you going to be, Val?

VAL

A rich one. What about Phil?

What should he be after the

war?

Nerves on edge, Phil looks at Val.

VAL

Wait. I've got it. A mortician!

Val cackles with laughter. Phil doesn't think it's

funny at all. He turns away.

67.

146 INT. COCKPIT

Above and ahead, the first flight can be seen, still

streaming contrails from their engines.

DENNIS

Fellas, think about this. My

family has a furniture business.

We make furniture, sell it. You

can all come work for me.

Silence.

DENNIS

Like I said, don't give it a

thought.

LUKE

That's just what we need, you

ordering us around the rest of

our lives. 'Do the pre-flight

check!'

RASCAL (V.O.)

'Don't hog the intercom!'

VIRGE (V.O.)

'Keep your gloves on!'

DANNY (V.O.)

'Check your masks!'

JACK (V.O.)

'Call out those fighters!'

CLAY (V.O.)

'Let's make this our best one

yet!'

VAL (V.O.)

'Right in the pickle barrel!'

Laughter all around the plane.

DENNIS

I'm not that bad.

147 INT. RADIO ROOM

Danny is behind his gun. He watches the sky from four

to eight, high.

CLAY (V.O.)

Danny boy, you didn't say what

you're gonna do when it's all

over.

(CONTINUED)

68.

147 CONTINUED:

DANNY

(hesitantly)

Clay, I don't really like talking

about it. I mean, what if

something happens...

(hesitates)

What I mean is, it just seems so

far away, that's all.

A silence as the men think about how far away the end

of the war really is. Now Danny feels bad for spoiling

the mood.

DANNY

I'm sorry, guys.

Suddenly, Eugene's voice calls out, sharply.

EUGENE (V.O.)

Bandits, five o'clock high!

148 INT. WAIST

Eugene swings his gun towards the rear and aims at two

tiny specks in the sky. He's already nervous, jumpy.

149 INT. TOP TURRET

Virge spins his turret to five o'clock and sights in the

fighters with his two big .50 calibers, excited and

anxious.

150 INT. TAIL

Clay, calm as ever, puts down his penknife and model

plane, takes hold of his guns and aims them at five

o'clock.

151 INT. COCKPIT

Luke looks out his window. The Thunderbolts are peeling

off to chase the fighters.

LUKE

Go get 'em, little friends!

DENNIS

Hold your fire till Gerry's

in range. Don't waste

ammunition.

69.

152 INT. WAIST

Eugene OPENS FIRE at the fighters, still far away.

DENNIS (V.O.)

I said, hold your fire!

Eugene stops firing.

JACK

That was Geenie the weenie.

Jack laughs and looks at Eugene. Eugene fakes a kick

to Jack's groin. Jack doesn't even flinch, he just

laughs.

153 EXT. MEMPHIS BELLE

The Thunderbolts and German fighters rush at each other

at a combined speed of over 600 m.p.h., FIRING away.

Just when the fighters seem about to collide, the

Thunderbolts peel away and soar off into the sky. The

M-109s keep coming. They're smaller and more sleek than

the Thunderbolts, like cigars with wings. They can do

anything they want.

154 INT. WAIST

Jack is excited and eager; Eugene nervous and jittery.

CLAY (V.O.)

They're a-comin'.

DENNIS (V.O.)

Call them out.

VIRGE (V.O.)

Six o'clock high!

JACK

Nine o'clock high!

PHIL (V.O.)

Ten o'clock high!

EUGENE

Three o'clock high!

Jack OPENS FIRE. So does Eugene. The room throbs from

the vibration of the GUNS. SHELLS SPIT out onto the

floor.

70.

155 INT. RADIO ROOM

Danny FIRES out of his little opening in the roof. He

can't see much, just a piece of bright sky.

156 INT. COCKPIT

Right behind the cockpit, Virge is FIRING his twin .50

calibers. The sound is deafening. Luke twists anxiously

in his seat, trying to see what's happening.

DENNIS

Luke, do your job. The gunners

will do theirs.

EUGENE (V.O.)

Breaking low to five o'clock!

Ball turret, look out!

157 INT. BALL TURRET

Rascal spins the turret and FIRES at a fighter zipping

by at an incredible speed.

RASCAL

That guy had blue eyes.

158 EXT. MEMPHIS BELLE

There are planes all over the sky. It's hard to tell who

is who. Tracers streak the air. B-17s FIRE back. It's

chaotic. The fighters are dazzling, flying rings around

the bigger planes.

DENNIS (V.O.)

Keep calling them out!

EUGENE (V.O.)

They're leaving us alone.

VIRGE (V.O.)

They're going after the first

flight.

159 INT. COCKPIT

Fighters are converging on the three planes above, really

giving them hell. Engine two of the lead plane bursts

into flame.

LUKE

Windy City's on fire!

71.

160 OMITTED

161 INT. NOSE

THROUGH the nose we can see the German fighters soaring

off into the sky, fleeing from the burning plane.

PHIL

Why aren't they doing something?

Are they asleep?

VAL

Bail out, you guys!

PHIL

Come on, get out of there!

VAL

Jesus, there's a hole in the

pilot's window!

Suddenly, WINDY CITY EXPLODES in a huge ball of flame.

162 INT. COCKPIT

The ball of flame becomes a massive black cloud straight

ahead.

LUKE

Watch out!

DENNIS

Hold on, everyone!

Luke braces himself. Dennis grips the control column as

we fly straight into the huge black cloud.

163 INT. WAIST

The room is filled with smoke, getting in Jack and

Eugene's eyes. Eugene cries out.

DENNIS (V.O.)

Call in!

CLAY (V.O.)

Tail.

EUGENE

Right waist.

JACK

Left waist.

72.

164 INT. BALL TURRET

Smoke fills the ball turret. BITS of metal are PINGING

against the Plexiglas. Rascal is jumping out of his

skin.

RASCAL

Ball turret! Get us out of here!

165 INT. COCKPIT

Dennis is gripping the wheel, trying to control the plane

as it's buffeted around in the black cloud.

DANNY (V.O.)

Radio operator.

VIRGE (V.O.)

Top turret.

There is a LOUD THUNK and the plane rocks.

DENNIS

Keep calling in!

Suddenly, we come out of the black cloud into sunshine

that seems twice as bright as before.

LUKE

Copilot.

VAL (V.O.)

Bombardier.

Beat.

DENNIS

Navigator, call in! Navigator!

166 INT. NOSE

Phil is paralyzed, staring at the nose. It's covered in

blood and the blood is streaming back from the tip in

rivulets and freezing. Val hasn't seen it yet.

VAL

Phil! Phil!

PHIL

Navigator. Sorry. I'm fine.

DENNIS (V.O.)

When I say call in, I mean right

away.

(CONTINUED)

73.

166 CONTINUED:

Val shakes his head in annoyance of Phil, then turns

around and sees the blood.

VAL

Fuck! Somebody's guts are all

over the nose!

DENNIS (V.O.)

Any damage? Crew, check your

stations.

The blood has frozen in a ring around the nose. It

glints in the sun, horrible, but also weirdly pretty.

Phil can't take his eyes off it.

VAL

Nose okay.

DANNY (V.O.)

Radio room okay.

JACK (V.O.)

Waist okay.

CLAY (V.O.)

Tail okay.

Phil shakes himself out of his trance and turns back to

his gun.

DENNIS (V.O.)

Call out those bandits.

167 INT. TOP TURRET

Virge spins his turret, checking the sky. It's peaceful,

as if nothing had happened.

VIRGE

They're gone.

CLAY (V.O.)

Hit and run.

168 INT. COCKPIT

Ahead, C Cup and Mama's Boys draw closer together.

Friendly fighters patrol the sky in the b.g.

DANNY (V.O.)

Captain, I just heard from C Cup.

They're taking over the lead.

(CONTINUED)

74.

168 CONTINUED:

DENNIS

Hear that, Val?

VAL (V.O.)

Roger.

DENNIS

C Cup is lead plane now. When

they drop their bombs, so do we.

VAL (V.O.)

Got it.

Pause, then Dennis looks at Luke.

DENNIS

Any chutes from Windy City?

169 INT. WAIST

Eugene and Jack's faces are smudged with soot. Eugene's

eyes are watering and he rubs them.

JACK

Those guys didn't have time to pee

their pants.

CLAY (V.O.)

If you gotta go, that's the way.

VIRGE (V.O.)

Here one minute, gone the next.

PHIL (V.O.)

Do we have to talk about it?

170 INT. BALL TURRET - RASCAL'S FACE

is also greasy from the soot and he wipes it with his

scarf.

RASCAL

Hey, I heard a good one from the

waist gunner on Windy City. What

was his name?

JACK (V.O.)

Cooley.

RASCAL

I mean the left one.

(CONTINUED)

75.

170 CONTINUED:

JACK (V.O.)

Cooley!

RASCAL

I mean the right one.

VIRGE (V.O.)

I know the guy.

RASCAL

Tall guy.

CLAY (V.O.)

Not so tall.

RASCAL

Everyone's tall to me.

171 INT. NOSE

Phil extends the penciled line across the North Sea and

above a string of islands skirting the northern coast of

Holland, the Frisian Islands. We're approaching Germany

fast. Again, Phil's hand shakes and his line isn't as

straight as it should be.

VIRGE (V.O.)

Lindquist.

RASCAL (V.O.)

No, no, no.

VIRGE (V.O.)

Something like that.

RASCAL (V.O.)

Virge, you're not even close.

We DISSOLVE FROM the map TO --

172 EXT. MEMPHIS BELLE

The real coastline, matching the map perfectly: the

curve of Holland's coastline and the Frisian Islands.

RASCAL (V.O.)

Anyway... a plane gets shot down.

This guy bails out. The Gestapo

gets him. His leg's broken and

they have to amputate...

76.

173 INT. BALL TURRET - RASCAL

turns slowly in the turret, searching the sky below for

fighters as he speaks.

RASCAL

He says, 'Do me a favor. After

you cut it off, give it to one of

your pilots and have him drop it

over my base in England.' So they

do it.

DENNIS (V.O.)

Rascal, don't tie up the intercom.

RASCAL

This is real quick.

174 INT. TOP TURRET - VIRGE

slowly revolves in the top turret, carefully watching the

sky, listening.

RASCAL (V.O.)

A week later they have to take off

the guy's other leg. Same thing.

'Could you have someone drop it

over my base in England?' And

they do it.

175 INT. RADIO ROOM - DANNY

notices that his camera has moved to the edge of his desk

and is about to fall off. He grabs it just in time and

pushes it to safety.

RASCAL (V.O.)

Next week, they've got to cut off

his arm. He asks them again,

'Could you please have someone

drop it over my base in England?'

This time they say,

(German accent)

'Nein. Zis ve can't do anymore.'

176 INT. BALL TURRET - RASCAL

sits a little forward to deliver the punchline.

RASCAL

The guy says, 'Why not?' And they

say,

(German accent)

'Ve sink you're trying to escape!'

77.

177 INT. COCKPIT

The sound of LAUGHTER from all over the plane. Luke is

now flying the plane. Dennis is having more soup.

LUKE

Pretty good, Rascal. I think even

Dennis liked that one.

EUGENE (V.O.)

Stoller! That's his name.

JACK (V.O.)

No... no...

VIRGE (V.O.)

Stoller wasn't on Windy City.

EUGENE (V.O.)

You sure?

JACK (V.O.)

Wait, it'll come to me.

CLAY (V.O.)

I can see the guy's face.

VIRGE (V.O.)

Me, too.

A long, bleak pause as they think about it. Then Rascal

breaks the silence.

RASCAL (V.O.)

Well, whatever his name was, it's

a good joke.

DENNIS

Okay, men, let's stop fooling

around. The Gerries are out there.

Let's look sharp.

In the b.g., the Thunderbolts peel off from the formation.

LUKE

Damn, are the little friends

leaving already?

VIRGE (V.O.)

They sure know when to run out of

fuel.

CLAY (V.O.)

They ain't dumb.

178 EXT. MEMPHIS BELLE

The Thunderbolts gather in a squadron above the formation.

(CONTINUED)

78.

178 CONTINUED:

Below, the grey sea ends in brown and green countryside.

The Thunderbolts wiggle their wings, then drop away from

the formation, one by one.

DENNIS (V.O.)

Navigator, give me a position.

179 INT. NOSE - PHIL

starts to draw a line south-southeast, right into Germany.

PHIL

Sir, that's the Third Reich down

there.

JACK (V.O.)

Now the shit really hits the fan.

180 OMITTED

181 INT. CO'S OFFICE

The office is scrupulously neat, the desk clean and clear.

There's the loud TICKING of a CLOCK. It's unnaturally

quiet -- none of the usual hustle and bustle of the base.

The CO is sitting at his desk, sharpening pencils. The

pencils are already as sharp as can be, but he continues

to sharpen them, one after another. Suddenly, a RAP on

the door and the S-2 enters.

S-2

Sir, you'd better come take a

look.

182 INT. MESS HALL

Preparations are underway for a party. A banner is being

hung from the ceiling: "CONGRATULATIONS MEMPHIS BELLE!

25 MISSIONS!" A stage is being set up, tables are being

arranged, streamers are being strung. Bruce is arranging

it all. The CO comes up to him.

CO

What's the meaning of this?

A couple of men are rolling in a piano.

BRUCE

On the stage. Thanks. Just a

little party, Colonel.

(CONTINUED)

79.

182 CONTINUED:

CO

I didn't order this.

BRUCE

Leave this stuff to me. The

Memphis Belle's my job.

CO

And my job is to approve

everything on this base. I did

not authorize a homecoming...

BRUCE

Craig, you work too hard at being

a hardass. What's the harm in a

little party in honor of these

guys? They're special.

CO

I have twenty-four crews up there.

They're all special to me.

BRUCE

That's great story, but bullshit's

my business and I know it when

I see it. All you care about is

putting planes in the air.

Results. Brown-nosing H.Q. The

only man...

The CO interrupts, grabbing Bruce's arm.

CO

Come with me!

183 INT. CO'S OFFICE

The CO comes in, Bruce behind him. The CO is trembling

with anger. He shouts at Bruce.

CO

Sit down!

BRUCE

Craig, look...

CO

Sit down!

Bruce sits. The CO opens a bottom drawer and takes out a

handful of letters. He puts them on his clean desk top.

(CONTINUED)

80.

183 CONTINUED:

CO

Start reading. This one's from

the mother of a boy who got his

head blown off over Lorient.

Start with that.

BRUCE

Craig, I think you're cracking up.

CO

Read it!

The CO gives him the letter. Bruce starts to read it.

OVER, we hear the letter read by the voice of a FATHER.

Bruce reads it casually at first, then little by little

it gets to him, moves him. The CO puts another pile of

letters on the desk, then another. They start to spill

over onto the floor.

FATHER (V.O.)

Dear Colonel Harriman, I want to

thank you for your letter of

sympathy about my son Tommy. He

was only at your base a month,

but he must have made a big

impression because you described

him right down to his boots. I

wish you could have told me how

Tommy died, but I understand we

have to be careful about security

these days. I'm glad he was brave

and did his job to the end. Maybe

his mother and I raised him right

after all. I guess we'll get

used to him being gone, but not

too soon, I hope. Well, I can

always read your letter and that

will bring him back. Sincerely,

Thomas R. Maguire.

During the reading we --

CUT TO:

184 INT. NOSE

Phil behind his gun, watching for fighters, sweat

dribbling down the side of his face and freezing. OVER,

we continue to hear the LETTER READ, and then hear a

second voice, VOICE of a SISTER READING another LETTER.

81.

185 INT. BALL TURRET

Rascal, on edge, cold, waiting for fighters. Another

voice, VOICE OF A BROTHER, begins. The VOICES are

LAYERED on top of each other. Now we can only pick up

a word here, a phrase there.

186 INT. RADIO ROOM

Danny, behind his gun, worried, tense, looking up into

his piece of sky for enemy aircraft. Then we --

CUT TO:

187 EXT. MEMPHIS BELLE

Outside of the plane. The Memphis Belle and its two

wingmen. Then, as more and more VOICES spill on top of

the others the way the letters spilled on top of the

CO's desk. We CUT WIDER AND WIDER until the SCREEN is

FILLED with the entire formation and the SOUNDTRACK is

filled with the VOICES READING their LETTERS to the

Commanding Officer, conveying the enormity of the air

war -- each plane contains ten young, fragile lives,

heading into battle.

Abruptly, the SEQUENCE ENDS with --

CUT TO:

GERMAN FIGHTERS

shoot through the formation like a swarm of angry bees.

There are ME-109s and also FW-190s. These are fatter

than the 109s and have blunt, snub noses similar to the

Thunderbolts.

CLAY (V.O.)

Bandit, five o'clock low!

EUGENE (V.O.)

Three o'clock high, too!

VIRGE (V.O.)

They're all over the place!

DENNIS (V.O.)

Don't yell on the intercom.

RASCAL (V.O.)

See this guy at eight level?

Left waist, see him?

82.

188 INT. WAIST

Jack eagerly aims at the fighter. One side of the sign

on his back is unstuck and is hanging from his shoulder.

JACK

I see him! Come to daddy!

That's the way. That's the...

He OPENS FIRE at the fighter coming in from the rear of

the plane. As Jack swings his gun to the right to follow

it, the wind catches the sign on his back and it flaps

up into his face.

JACK

What the fuck? I had him! He

was right there! Goddamit!

He rips the sign off his shoulder and reads it. He can't

believe it. He turns to Eugene, who is FIRING out his

side and hasn't seen this. Jack's about to grab Eugene

when Rascal's voice interrupts him.

RASCAL (V.O.)

Here he comes around again, left

waist! Jack, get the greedy

bastard!

Jack turns back to his GUN and FIRES.

189 OMITTED

189A INT. TOP TURRET

Virge pounds his GUNS at the fighters.

189B INT. TAIL

Clay rattles his GUNS at a fighter up in the sky.

189C INT. NOSE

Val and Phil are both FIRING out of their sides of the

nose.

190 INT. WAIST

Eugene reaches up to touch his St. Anthony medal, but

it's not there. Alarmed, he pulls off his oxygen mask

and speaks to Jack.

EUGENE

My medal! Have you seen it?

(CONTINUED)

83.

190 CONTINUED:

Jack spies it on the floor, reaches down and picks it

up -- the chain has broken.

EUGENE

Thanks.

Eugene reaches for it. But instead of giving it to

him, Jack angrily throws it out the window. Eugene

screams.

EUGENE

Why'd you do that?

JACK

Now we're even!

Jack turns back to his gun.

DENNIS (V.O.)

Right waist? Right waist, call

in! Radio operator, get back

there and see what's happening!

191 INT. RADIO ROOM

Danny pulls off his oxygen mask and pulls out his intercom

cords.

192 INT. WAIST

Danny comes into the waist and Eugene grabs him. He's

frantic.

EUGENE

My medal, it's gone! I'm

finished, Danny, I'm finished!

DANNY

Stop it, Gene! Wait!

Danny quickly pulls off his glove and takes off the big

red rubber band around his wrist.

DANNY

Take my lucky rubber band. It

really works.

He puts it on Eugene.

DANNY

You're okay now. Go get 'em.

(CONTINUED)

84.

192 CONTINUED:

Danny pats him on the back, then goes back through the

forward bulkhead. Eugene looks at the rubber band and

decides it's better than nothing. He puts his oxygen

mask back on, gives Jack a kick in the butt, grabs his

gun, sights in a fighter and starts FIRING.

193 EXT. MEMPHIS BELLE

A fighter swoops down from above, FIRING away. C Cup

is all that remains of the first flight.

VAL (V.O.)

190, twelve o'clock high!

LUKE (V.O.)

He's going for C Cup. Look out,

look out!

The NOSE of C Cup SHATTERS. A man is blown out and

starts to fall. No parachute opens.

194 INT. NOSE

Val and Phil look down through the nose at the falling

man.

PHIL

Jesus, he doesn't have a parachute.

How long would it take to fall?

VAL

Too long.

Somehow, C Cup remains above. But the nose is gone and

wires and equipment dangle from it.

DENNIS (V.O.)

Everybody, make sure you've got

your parachutes.

Phil reaches under his desk for his parachute.

195 INT. BALL TURRET

Rascal spins in the turret, looking for fighters.

RASCAL

Parachute? There isn't room for

a hard-on in here!

DENNIS (V.O.)

I know, ball turret, but put your

safety strap on.

(CONTINUED)

85.

195 CONTINUED:

RASCAL

It hurts.

DENNIS (V.O.)

Put it on!

Rascal takes the strap, a thin strip of canvas, and

puts it between his legs. He snaps it into place above.

It's tight and uncomfortable.

196 INT. RADIO ROOM

Danny is at his radio.

DANNY

Captain, I just got word from

C Cup. They're dropping out of

formation. We're in the lead

now.

197 INT. COCKPIT

C Cup is losing speed and altitude. We start to pass

it. It looks like a ghost ship. Dennis has again taken

control of the plane.

DENNIS

Okay, Danny. Give me C channel

to talk to group.

LUKE

Poor bastards.

VIRGE (V.O.)

They're dead meat.

CLAY (V.O.)

The bogeyman will get them.

EUGENE (V.O.)

Bye-bye, C Cup.

There is a sharp CRACKLE on the INTERCOM.

DANNY (V.O.)

Sir, you're on to group.

DENNIS

This is the Memphis Belle.

198 EXT. MEMPHIS BELLE

The Belle is now the lead plane, leading the entire

group.

(CONTINUED)

86.

198 CONTINUED:

Dennis is sobered by the responsibility of what he has

to do. He speaks quietly, with humility, to the other

captains.

DENNIS (V.O.)

We're lead plane now. I'll try

my best to put those bombs right

in the pickle barrel and get us

out of here safe. I'm going to

need all the help you can give me.

Let's tighten up out there and be

on our toes. We're three minutes,

thirty seconds from the bomb run.

199 INT. NOSE

Val FIRES at a fighter coming in a little to the right.

VAL

Bloodsucker, nine o'clock level!

Ball turret, watch out!

Rascal starts to spin the turret around, but suddenly

it sticks and won't move.

RASCAL

I'm jammed! He's coming right

at me! Virge, help!

He stomps on the control pedal, but nothing happens.

200 INT. TOP TURRET

Virge pulls off his oxygen mask, yanks out his intercom

cords and jumps down from the turret.

201 INT. BOMB BAY

Virge runs down the narrow catwalk through the bomb bay.

202 INT. RADIO ROOM

Danny is SHOOTING his GUN into the sky as Virge runs

past him and through the aft bulkhead doorway.

203 INT. BALL TURRET

Rascal stomps on the pedal again and again. Suddenly

the turret unsticks, whirls around and Rascal FIRES.

204 EXT. MEMPHIS BELLE

The FIGHTER EXPLODES in a ball of flame.

87.

205 INT. BALL TURRET

Rascal screams at the fighter.

RASCAL

And your mother, too!

206 INT. BALL TURRET AREA

Virge drops to his knees beside the turret, breathing

hard. He looks at the top of the turret -- it's turning

smoothly.

VIRGE

What's his problem?

Virge shakes his head in annoyance, then starts back

towards the front of the plane.

207 EXT. MEMPHIS BELLE

A FIGHTER appears out of nowhere, BUZZING down on the

left, MACHINE GUNS BLASTING.

208 INT. WAIST

BULLETS RIP through the waist and Jack is knocked to

the floor. His oxygen mask is ripped from his face.

EUGENE

Jack's hit!

209 INT. NOSE

Val is doing some adjustments to his instrument panel.

Phil is FIRING out his side of the plane.

DENNIS (V.O.)

Val, run back and look at Jack.

VAL

Captain, I'm two minutes from the

bomb run!

DENNIS (V.O.)

Okay. Gene, you're going to have

to take care of him.

Val is very relieved.

210 INT. WAIST

Eugene kneels beside Jack, who is squirming and yelling.

Eugene tears open Jack's pant leg around the wound on

his left thigh. Eugene pulls off his oxygen mask to

talk.

(CONTINUED)

88.

210 CONTINUED:

EUGENE

Jack, hold still! Let me look!

Blood is already freezing around the wound. Eugene

examines it. Then he starts to laugh.

JACK

Would you help?

EUGENE

It's a scratch! Look! It's

nothing, and you're screaming like

a stuck pig!

Jack looks at his leg. Eugene's right, it's nothing.

Then Jack sees his harmonica sticking out from his torn

pant leg pocket. It's bent -- clearly it deflected the

bullet.

JACK

My harmonica! Goddamnit, my

favorite harmonica!

Laughing, Eugene quickly wraps his flight scarf around

Jack's leg, ties it, then pulls Jack to his feet. Then

Jack reaches behind Eugene's ear and pulls out the St.

Anthony medal. Eugene looks at it, astonished.

EUGENE

How'd you do that?

Jack smiles, sheepishly.

JACK

Magic.

Eugene takes the medal and beams at Jack.

211 EXT. MEMPHIS BELLE

The fighters have disappeared. Everything is peaceful.

DENNIS (V.O.)

Keep calling 'em out.

VIRGE (V.O.)

They're gone.

RASCAL (V.O.)

Christ, you know what that means.

CLAY (V.O.)

Flak, nine o'clock level!

(CONTINUED)

89.

211 CONTINUED:

RASCAL (V.O.)

That's what I was afraid of.

Black PUFFS start to blossom in the sky around the

planes. They make a soft POOF as they EXPLODE. A red

flame can be seen for a brief second in the center of

each explosion. No sooner does the smoke start to dissipate

than fresh puffs appear.

LUKE (V.O.)

They've got something like 500

flak batteries around Bremen.

VIRGE (V.O.)

I could live without knowing that,

Lieutenant.

211A INT. TAIL

Clay is writing in the frost that has collected on the

inside of his left window.

JACK (V.O.)

Clay, what're the odds of us

getting out of here alive?

CLAY

I was just figuring that out.

He writes "Three to One."

212 INT. BALL TURRET

A black PUFF EXPLODES not far from the turret and there's

a SHARP BANG on the side of the turret. Rascal jumps.

RASCAL

Jesus!

DENNIS (V.O.)

Ball turret, what's wrong?

RASCAL

A big piece of ass fucking Nazi

flak just hit my turret!

DENNIS (V.O.)

Are you okay?

RASCAL

I guess.

DENNIS (V.O.)

You guess or you are?

(CONTINUED)

90.

212 CONTINUED:

RASCAL

I am.

One of the little windows on the side of the turret has

been knocked out. A frigid wind blows in. Rascal tries

to plug it up with his flight scarf.

213 INT. COCKPIT

The constant PATTERING CONTINUES, like metal rain.

DENNIS

I hope we're all wearing our flak

jackets.

214 INT. WAIST

Eugene and Jack grab their heavy, bib-like flak jackets

from the floor and struggle into them.

215 INT. RADIO ROOM

Danny is putting on his flak jacket when the Rookie's

voice comes OVER the RADIO. Danny glances out his right

window at Mother and Country.

ROOKIE (V.O.)

(nervously)

Danny, quick question. This flak,

it's not like I expected. Can't

the captain do something, avoid it

or something?

DANNY

Not this close to the bomb run.

You have to fly straight through

or you'll be off target. It's

just four minutes.

ROOKIE (V.O.)

(nervous laugh)

Just.

Suddenly, a BANG and a hole opens in the left wall of the

radio room and a small, SIZZLING piece of FLAK skates

across Danny's desk, digs a scar in the wood and lands

on top of his log book. It burns a little hole in the

top page. Danny brushes the jagged, black piece of

shrapnel away.

216 INT. COCKPIT

We're flying through a massive flak barrage. Constant

PINGING and RATTLING on the outside of the plane. It's

incessant, unnerving.

(CONTINUED)

91.

216 CONTINUED:

PHIL (V.O.)

This is the bomb run. We're

exactly four minutes from target.

Dennis puts his finger on the automatic pilot switch.

It's on the control box below the throttles.

DENNIS

Bombardier, I'm turning on the

auto pilot. You're flying the

plane from here to delivery.

He flips the switch. Lights flicker on the instrument

panel.

217 INT. NOSE

Val is bent over the bombsight, making careful adjustments.

He works with great concentration, ignoring the

flak barrage that can be seen directly ahead through the

nose.

DENNIS (V.O.)

Seventy thousand pounds of bombs

are going to drop on your command.

I want pinpoint bombing.

VAL

Yes, sir.

DENNIS (V.O.)

Pinpoint.

218 INT. COCKPIT

Black smoke is smeared all over the sky. Puffs appear

constantly. The RATTLING on the outside of the plane has

grown LOUDER. It doesn't give you a moment's peace.

LUKE

Christ, I've never seen it this

thick before.

Suddenly, a LOUD BANG and blood sprays all over the cockpit.

The instrument panel, windshield, Dennis and Luke

are drenched.

VIRGE (V.O.)

What was that?

DENNIS

Luke's hit!

(CONTINUED)

92.

218 CONTINUED:

LUKE

Dennis is hit!

Virge rips off his oxygen mask and jumps down from the

top turret to look at them.

VIRGE

Jesus!

Dennis and Luke examine themselves: Dennis rationally,

Luke in a panic.

DENNIS

It's not me. It must be you.

LUKE

It isn't me!

DENNIS

(to Virge)

I think he's in shock.

LUKE

I'm not in shock! You're in shock!

VIRGE

Val, you better get up here fast.

VAL (V.O.)

I'm on the fucking bomb run!

Virge sees something on the floor and reaches for it.

DENNIS

It's not me.

LUKE

Me, either!

DENNIS

It's got to be somebody. There's

blood all over the cockpit.

Virge picks up Dennis's Thermos off the floor, cut in two.

VIRGE

Tomato soup.

He starts to laugh. It takes Luke a moment to get over

his terror, but then he starts laughing, too. Dennis is

relieved. Then, suddenly, an incredible BANG and the

plane rocks violently.

(CONTINUED)

93.

218 CONTINUED: (2)

DENNIS

What was that?

RASCAL (V.O.)

There's a hole as big as my dick

in the left wing!

219 EXT. MEMPHIS BELLE

The hole is about two feet in diameter. It's between

engines one and two. Gas is leaking.

220 INT. COCKPIT

The needle on one of the fuel gauges is sinking.

LUKE

We're losing fuel!

DENNIS

Virge, get on the fuel transfer

pump.

Virge turns around, bends down and flicks the transfer

levers.

LUKE

Hurry!

VIRGE

The electrics must be out on the

left side. The pumps aren't

responding. I'll do it by hand.

DENNIS

Luke, work with him. We've got to

save as much fuel as we can.

Virge runs into the bomb bay.

VAL (V.O.)

Two minutes to target.

CLAY (V.O.)

Let's drop those bombs and get out

of here!

221 INT. NOSE

Val pulls a lever on his control panel on the left side

of the fuselage.

VAL

Bomb bay doors open.

94.

222 INT. BOMB BAY

Virge is standing on the narrow catwalk at the front end

of the bomb bay, working the fuel transport pump switches

when the bomb bay doors start to open. He looks down at

the ground, so far below. Suddenly, a flak SHELL BURSTS

right below the bomb bay. There's a frantic CLICKING as

pieces of SHRAPNEL HIT the bombs. Virge looks through

the bomb bay into the radio room and meets Danny's eyes.

223 INT. NOSE

Val takes his eye from the bombsight and looks out the

nose. Although the day is perfectly clear, the ground

ahead is covered with low-lying white smoke.

VAL

Bombardier to Captain. The

target's covered. Looks like a

smoke screen.

Val flips down the safety latch on the bomb release

button. It's on the left side, next to the bomb bay

door control.

224 INT. COCKPIT

Virge comes out of the bomb bay.

VIRGE

Fuel transport complete. We saved

some of it.

DENNIS

Bombardier, how's that target?

225 POV THROUGH BOMBSIGHT - TARGET

Houses, a river and the beginning of the smoke screen.

There are two crosshairs which Val manipulates with

course knobs on either side of the bombsight.

VAL (O.S.)

Target totally obscured.

226 INT. NOSE

Val flips some switches and sets a couple of dials on the

control panel. He does this with quick precision, then

looks through the sight again.

VAL

Thirty seconds to delivery.

95.

227 INT. COCKPIT

Flak is still pummeling the outside of the plane. Black

smoke is smeared all over the sky. The plane wobbles.

DENNIS

Bombardier, I need those bombs on

target. The whole group is bombing

with us.

VAL (V.O.)

If I can't see, I can't see.

Dennis reaches down and puts his hand on the auto pilot.

Luke looks at him in shock.

LUKE

What do you think you're doing?

DENNIS

We came here to bomb a factory.

We're going to bomb a factory even

if it means going around again.

LUKE

Are you crazy? You go around on a

bomb run, that's like sending out

an engraved invitation to the Nazis

to blow us away!

DENNIS

Luke, I'm in command!

228 INT. NOSE

Val puts his finger on the bomb release button.

VAL

Dennis, what do you want me to do?

ON PHIL

At his desk, watching Val, terrified.

229 INT. COCKPIT

Dennis has taken his finger off the auto pilot switch.

DENNIS

Bombardier, give me a report.

VAL (V.O.)

Visibility zero.

(CONTINUED)

96.

229 CONTINUED:

Dennis reaches for the switch.

LUKE

You do it and we're dead.

Dennis flips the auto pilot to "off."

DENNIS

We're going around again.

LUKE

Fuck!

DENNIS

Danny, give me C channel again.

230 INT. NOSE

Val takes his finger off the bomb release button and

adjusts the bombsight. Phil lunges for the button. Val

sees him out of the corner of his eye and grabs Phil's

hand just before he can push it. He shoves Phil back,

then snaps the safety catch back on the button. Phil

sits in his chair, shaking.

231 EXT. MEMPHIS BELLE

The Belle banks into a sharp turn to the left. Baby

Ruth and Mother and Country follow.

DENNIS (V.O.)

It'll take us five minutes to get

back to the start of the bomb

run. Navigator, give me a

postition.

232 INT. NOSE

Phil is sitting at his table, but unable to work, to

focus.

DENNIS (V.O.)

Navigator, did you hear me?

Phil looks up and meets Val's gaze. They look at each

other a long moment. Then Phil turns back to his maps.

PHIL

Yes, sir.

He tries to pull himself together and begin to work.

97.

233 INT. COCKPIT

Dennis banks out of the turn and straightens out the

plane.

DENNIS

Everybody listen. I know you want

to drop the bombs and get the hell

out of here. But there's civilians

down there, there's a school right

next door and if we don't get

these bombs right in the pickle

barrel, a lot of innocent people

are going to be killed.

LUKE

They're all Nazis, what

difference...?

DENNIS

Luke, shut up!

Luke glares at him.

234 INT. WAIST

Jack and Eugene are both listening. Eugene clutches his

St. Anthony medal, the broken chain dangling.

DENNIS (V.O.)

I don't want to go around again

any more than you do. But we were

sent here to bomb a factory and if

we don't do it, somebody's going

to have to come back here again

and do it for us.

235 INT. BALL TURRET

FLAK is BURSTING right outside Rascal's turret and

PATTERING against it. He's shivering from the cold

blowing in the broken window.

DENNIS (V.O.)

Nobody promised us it would be

fun and games. It's our job.

Ours, nobody else's.

236 INT. TAIL

Clay looks at the odds he wrote on the condensation on

his side window: 3 to 1.

(CONTINUED)

98.

236 CONTINUED:

DENNIS (V.O.)

If we do it right, it's something

we can be proud of our whole

lives. That's all I want, believe

me.

With a swipe, he wipes them away. All bets are off now.

237 INT. COCKPIT

Luke has not taken his eyes off Dennis.

DENNIS

Now, let's get back to work, stay

alert and call out those fighters

soon as you see them.

Silence. The flak has stopped. Dennis feels Luke's

stare and looks over at him. They exchange a long, long

look, then Dennis breaks it. Suddenly, Virge calls out.

VIRGE (V.O.)

Bandits, three o'clock high!

238 EXT. MEMPHIS BELLE

The plane has straightened and Baby Ruth and Mother and

Country have closed in tight beside it. A squadron of

fighters appears high in the sky, queued up, ready to

come in. They dive down at the formation, one after

another.

EUGENE (V.O.)

Ten o'clock, too!

JACK (V.O.)

Two of them, coming in at eight.

RASCAL (V.O.)

I don't like being in the lead.

CLAY (V.O.)

Yep, we're the piece of shit the

flies are headin' for.

VIRGE (V.O.)

Here they come, here they come!

239 INT. BALL TURRET

Rascal spins the turret and starts FIRING.

99.

240 INT. WAIST

Both Eugene and Jack open up, FIRING out of their sides

of the plane.

241 INT. COCKPIT

GUNS are FIRING all over the plane. Virge's GUN throbs

right behind the cockpit. Luke is jumpy.

VIRGE (V.O.)

Bandit, twelve o'clock high!

Cockpit, look out, he's heading

straight for you!

Luke looks up in terror at the fighter zooming in at

him, FIRING away.

LUKE

What am I supposed to do, spit at

him?

Luke ducks his head down, as the FIGHTER BUZZES right at

them. Dennis doesn't even glance up. The fighter passes

overhead. Luke comes up from his tuck. He's jumping out

of his skin.

LUKE

Tail gunner, how are you doing

back there?

CLAY (V.O.)

Jus' fine, Lieutenant.

LUKE

Let me know if you need help.

242 INT. TAIL

Clay calmly FIRES at a fighter barrel-rolling under the

Belle. It's already on fire.

CLAY

Sure will. But I'm doin' just...

He hesitates. He remembers. Then, a little too

obviously:

CLAY

Oh, right, Lieutenant! I do

need some help back here!

100.

243 INT. COCKPIT

Luke pulls off his oxygen mask, yanks out his intercom

cord and starts to get up.

DENNIS

Tail gunner, what's wrong?

CLAY (V.O.)

I'm runnin' out of ammo.

LUKE

I'll take care of it.

DENNIS

Can't somebody else do it? Right

waist, left waist?

JACK (V.O.)

Captain, we got fighters all over

us back here.

LUKE

Dennis, I'm the only one not

doing anything.

DENNIS

(a beat; then)

Okay, but make it fast.

Luke steps over the control box, squeezes past Virge

and heads into the bomb bay.

244 INT. RADIO ROOM

Luke goes past Danny, who's FIRING up into the sky, then

through the aft bulkhead doorway. From here we see Luke

go the length of the plane to the tail.

245 OMITTED

246 INT. NOSE

Val is bent over the bombsight, making adjustments,

turning dials. Phil takes off his mask to talk. So

does Val.

PHIL

Val, I'm sorry. I don't know

what's wrong with me.

(CONTINUED)

101.

246 CONTINUED:

VAL

You're a coward, that's what's

wrong. A big fucking coward and

you're in real trouble when we

get back down on the ground. Now

leave me alone and let me do my

job!

Val refastens his mask and turns back to the bombsight.

Phil turns back to his maps.

247 INT. TAIL

Luke comes into the tail and changes places with Clay.

He kneels in front of the guns with Clay behind him,

watching over his shoulder.

JACK (V.O.)

190 breaking to ten o'clock.

VIRGE (V.O.)

Another one, high at three. Radio

operator, hear me?

DANNY (V.O.)

Gotcha. Thanks, Virge.

Luke looks around for fighters, but none are in sight.

LUKE

Come on, come on...

248 EXT. MEMPHIS BELLE

A speck appears way down below, dodging through the

formation at a fantastic speed. Fortresses FIRE at it,

but it keeps coming.

RASCAL (V.O.)

Tail gunner, see that bandit at

seven low? He's all yours, Clay.

249 INT. TAIL

Luke eagerly aims his guns down at the approaching plane.

250 EXT. MEMPHIS BELLE

The fighter keeps coming. It flips over on its back and

zooms toward the Belle's tail, MACHINE GUNS BLASTING.

102.

251 INT. TAIL

Luke OPENS FIRE. He follows the fighter up past the

tail. At first it looks like Luke missed it. Then the

FIGHTER STALLS, stopping dead in the air above. Smoke

starts streaming from its belly, its nose drops down and

it starts a slow fall to the right.

LUKE

I got him! I got him! Whooo!

252 EXT. MEMPHIS BELLE

The fighter falls right into Mother and Country. The

fighter's left wing slices off the B-17's tail.

253 INT. TAIL

Luke watches with horror.

LUKE

No!

254 EXT. MEMPHIS BELLE

Mother and Country's tail section tumbles toward the

ground with the fighter.

RASCAL (V.O.)

It's the rookies! They got the

rookies!

255 INT. RADIO ROOM

Danny looks out the right side window, alarmed. Then he

flips a switch on his radio.

DANNY

Memphis Belle to Mother and

Country! Come in, come in!

256 EXT. MEMPHIS BELLE

The back of Mother and Country drops down and two men

roll out. For a moment, Mother and Country hangs in the

air like a big cross. Then it plunges toward the ground.

257 INT. RADIO ROOM

Danny frantically works the radio.

(CONTINUED)

103.

257 CONTINUED:

DANNY

Mother and Country come in!

He flips a switch. On the RADIO, we hear SHOUTING and

SCREAMING, complete chaos. Danny listens with horror.

258 INT. TAIL

Luke watches, horrified, as Mother and Country falls.

He's stunned, paralyzed by what he did.

259 EXT. MEMPHIS BELLE

Mother and Country plummets to the ground, spinning as

it goes, like a giant arrow. Then it hits the ground

with a quick flash and a little plume of smoke. When it

hits, the RADIO GOES DEAD. Silence.

260 INT. RADIO ROOM

Danny sits there a moment, shocked by the suddenness of

it. Then he starts to move to his position behind his

gun.

261 INT. TAIL

Clay grabs Luke by the back of his jacket and pulls him

up and shoves him out of the way. Then Clay falls to his

knees before his GUNS and STARTS FIRING.

DENNIS (V.O.)

How many chutes from Mother and

Country?

EUGENE (V.O.)

I saw two.

RASCAL (V.O.)

Yeah, two.

CUT TO:

CLAY'S WHITTLED MODEL PLANE

sitting in a sea of spent cartridges. It's crushed. In

the b.g. we see Luke's back as he starts slowly toward

the front of the plane.

104.

261A INT. TAIL WHEEL

As soon as he's out of the tail and into the tail wheel

area, Luke stops and leans against the fuselage wall.

Tears come to his eyes. He tries to hold them back, but

can't. He's overcome with remorse for what he has done.

He finally realizes the horror of war. He struggles to

pull himself together. Then he starts towards the

cockpit.

262 INT. COCKPIT

Dennis is alone in the cockpit. PHIL'S VOICE comes over

the INTERCOM.

PHIL (V.O.)

Captain, this is the bomb run.

DENNIS

Bombardier, I'm turning it over

to you.

VAL (V.O.)

Roger.

Dennis flips the auto pilot switch to "On." Dazed, Luke

squeezes past the top turret, climbs into the cockpit and

sits in his seat. Dennis pulls off his oxygen mask to

talk.

DENNIS

Luke, right after delivery, on our

way to the rally point, I'm going

to take some evasive action and

try to avoid this flak. Be ready

on rudder.

LUKE

Whatever you say, Dennis. You

know what you're doing.

Dennis looks at him, astonished by this response. Luke

turns away to hide his face.

263 POV THROUGH BOMBSIGHT - TARGET

The ground is almost visible, still covered with smoke.

A patch of green or a piece of river can be seen for an

instant, but that's all.

DENNIS (V.O.)

Bombardier, how does the target

look?

VAL (O.S.)

Like shit.

105.

264 INT. NOSE - VAL

takes his eye from the bombsight, pulls the bomb bay

door lever, then flips up the latch on the bomb release

button. He catches Phil's eye, who is on his gun, very

near the button. Phil looks at Val a moment, then turns

back to watch for fighters. Val looks through the bombsight

again.

VAL

Captain, I still can't see a thing.

265 INT. COCKPIT - DENNIS

his finger hovers over the auto pilot switch.

EUGENE

Bandit, three o'clock high. Top

turret, see him?

VIRGE (V.O.)

I see him. He's a dead man.

JACK

Ball turret, watch this guy on the

left. He wants your ass.

RASCAL (V.O.)

He ain't going to get it.

266 INT. NOSE - VAL

puts his finger on the bomb release button.

VIRGE (V.O.)

Bandit coming in twelve level.

Coming right at the nose!

PHIL

I'm on him.

EUGENE (V.O.)

'Nother one at two low, Phil.

PHIL

Thanks, Gene.

266A OMITTED

&

266B

106.

267 POV THROUGH BOMBSIGHT - TARGET

The only thing we can see is thick, rolling smoke. The

crosshairs intersect at perfect right angles.

VAL (O.S.)

Dennis, my sight says we're over

the target. I've got to do

something. What do you want me

to do?

268 INT. COCKPIT

Dennis's finger is on the auto pilot switch. His hand

trembles.

269 INT. TAIL - CLAY

FIRES his GUN with one hand and rubs his lucky horseshoe

with the other.

270 INT. WAIST - EUGENE

kisses his St. Anthony medal as he FIRES at a FIGHTER

BUZZING in on the right.

271 INT. RADIO ROOM - DANNY

finishes firing off a round, then reaches inside his cuff

for his lucky rubber band, but it isn't there. A flash

of panic. Then he remembers he loaned it to Eugene. He

looks through the rear bulkhead door and can see Eugene.

Danny's relieved his rubber band isn't far away.

272 INT. NOSE - VAL

is frozen, eye to the bombsight, finger on the bomb

release button.

273 POV THROUGH BOMBSIGHT - TARGET

Suddenly the smoke thins a little, revealing the top of

a square grey building, directly at the intersection of

the crosshairs.

274 FLASHBACK - INT. BRIEFING ROOM

To the briefing where the target photo is projected large

on the screen. The S-2's pointer taps the factory three

times. It's the same building.

107.

275 INT. NOSE - VAL

jerks his head up from the bombsight and shouts, excited.

VAL

That's it! That's it! Bombs away!

(presses the bomb

release button)

Right in the pickle barrel!

276 INT. BOMB BAY

Bombs start dropping from the racks.

277 EXT. MEMPHIS BELLE

The bombs fall from the bottom of the Belle. Bombs also

start to fall from Baby Ruth and the other planes in the

group. Bombs are dropping all over the sky. Then they

hit the ground. Flashes, then billowing clouds of greyblack

smoke. It's an unforgettable, frightening sight.

278 INT. COCKPIT

Dennis watches the delivery from his side window. Then

he reaches down and flips off the auto pilot.

DENNIS

Okay, boys, we've done our job for

Uncle Sam. Now we're flying for

ourselves.

He turns the control wheel. There are WHOOPS of joy all

over the plane -- they did it.

279 INT. WAIST - EUGENE AND JACK

holding on as the plane tips into its turn. Eugene holds

up his St. Anthony medal. Jack gives him the thumbs-up

sign.

280 INT. NOSE

Phil reaches out and pats Val on the back, but Val

angrily shakes him off.

281 EXT. MEMPHIS BELLE

Bombs are still falling. The target is a mass of fire

and smoke. The Belle banks into a turn. Baby Ruth

follows.

108.

282 INT. WAIST

GUNS are again POUNDING all around the plane. Jack is

FIRING, following a fighter from ten o'clock high to

nine low.

JACK

Gerry breaking low to nine

o'clock. Ball turret, watch it,

watch it!

283 INT. BALL TURRET

Rascal pushes on the foot pedal to swivel the turret,

but nothing happens.

RASCAL

I'm stuck! Virge! He's coming

right at me! Virge! Virge!

The fighter is zooming in right at him, firing. Rascal

stomps on the pedal, but still nothing happens. The

fighter keeps coming, keeps firing. Rascal's eyes widen

in horror.

284 INT. COCKPIT

Suddenly, a HUGE EXPLOSION and the plane rocks violently.

DENNIS

Call in!

Virge pulls off his oxygen mask, yanks out his intercom

cord, jumps down from the top turret and charges into

the bomb bay.

CLAY (V.O.)

Tail.

EUGENE (V.O.)

Right waist.

JACK (V.O.)

Left waist.

285 INT. RADIO ROOM - DANNY

is frantically FIRING up into the sky as Virge comes

running through.

DENNIS (V.O.)

Ball turret! Ball turret, call

in!

109.

286 OMITTED

287 INT. BALL TURRET AREA

Panicky, Virge falls to his knees beside the ball turret,

opens the hatch and looks down into it.

287A VIRGE'S POV

down into the turret. The bottom of the turret is gone

and Rascal is dangling twenty thousand feet above the

ground, held by just the strap between his legs. He's

holding onto the top of the turret and the force of the

slipstream is blowing his legs toward the back of the

plane. He's out of his mind with terror. He reaches

for Virge. Virge grabs his hands and pulls him, with

difficulty, out of the narrow hatch on the top of the

turret. Rascal is shot up a little. Virge quickly

checks him, but the wounds look superficial. Rascal is

shaking and crying.

VIRGE

You're okay, Rascal. You're safe.

You're okay.

Rascal grabs Virge and hangs onto him. Virge holds him,

pats his back, trying to comfort and calm him down.

288 INT. WAIST - EUGENE AND JACK

are FIRING frantically out of their sides of the plane.

289 INT. TAIL - CLAY

is FIRING, too, humming a little as he does.

290 INT. RADIO ROOM - DANNY

finishes FIRING a round, then swings his gun around to

fire at another fighter. As he does, he sees that his

camera has again moved to the edge of the desk and is

just about to fall. Quickly, Danny reaches for it and

catches it just as the camera falls off the edge. Relief.

Just then, a CANNON SHELL bursts through the roof of the

radio room and EXPLODES.

291 INT. COCKPIT

The plane is jolted harder than ever.

(CONTINUED)

110.

291 CONTINUED:

LUKE

Now what?

DENNIS

Call in!

CLAY (V.O.)

Tail.

292 INT. BALL TURRET AREA

Virge and Rascal have been thrown to the deck by the

explosion. They scramble to their feet and go through

the forward doorway into the radio room.

EUGENE (V.O.)

Right waist.

JACK (V.O.)

Left waist.

293 INT. RADIO ROOM

The room is on fire. Danny lies face-down on the floor.

Virge pulls him away from the flames while Rascal grabs

a fire extinguisher and turns it on the flames.

294 INT. COCKPIT

Fighters are everywhere. FLAK is still PUMMELING the

outside of the plane. Virge comes out of the bomb bay

and crouches down behind Dennis and Luke.

VIRGE

Danny's hurt.

DENNIS

Val, Danny's hurt. Get back

there right away and see what you

can do.

295 INT. NOSE - VAL

STOPS FIRING his GUN. He hesitates.

VAL

How bad is it?

DENNIS (V.O.)

I guess he needs help pretty

badly.

(CONTINUED)

111.

295 CONTINUED:

But Val doesn't go. He hangs onto his gun. Phil rips

off his oxygen mask and yells at Val.

PHIL

What are you doing? It's Danny!

VAL

I can't. There's fighters all

over.

PHIL

I'll cover your gun. Just go!

VAL

(hesitantly)

Maybe somebody in the back of the

plane could...

PHIL

You're the fucking doctor!

VAL

(panicky)

That's just it. I'm not. Phil,

I lied about it. I only had two

weeks of medical school before I

enlisted. I don't know anything.

Phil drags him toward the back of the nose, grabs the

first aid kit off the wall and shoves it into Val's

hands.

PHIL

Just do it!

Val starts to go up the hatch to the cockpit.

296 OMITTED

296A INT. COCKPIT

FIGHTERS are still BUZZING around. Luke is silent and

grim.

DENNIS

Luke, don't worry. Danny'll be

okay.

LUKE

It's such a waste. The whole

fucking...

(CONTINUED)

112.

296A CONTINUED:

He stops, unable to put into words his feelings. Dennis

tries to think of something to say to make him feel

better.

297 OMITTED

298 INT. RADIO ROOM

The fire is out. Val, Virge and Rascal gently turn Danny

over. His oxygen mask was ripped off in the explosion.

He's pale and still. Val opens his jacket. There is an

ugly, open wound in his upper chest below his shoulder.

Val stares, paralyzed with fear. Then he opens the first

aid kit and takes out a syringe.

298A INT. COCKPIT

Dennis speaks quietly, comfortingly to Luke.

DENNIS

Luke, don't take the world on your

shoulders. You didn't start the

war. All we can do is try to do

our best. We're not perfect.

When this is all over, we'll go

back home...

LUKE

(looking out

window)

Fire on number three!

DENNIS

Cut fuel, feather prop. Fire

extinguisher.

Luke quickly turns the engine three feathering switch on

the instrument panel, then pulls the turbo supercharger

control and closes the throttle, both on the control box.

Suddenly, BULLETS RAKE across the instrument panel. GLASS

and sparks fly as Dennis and Luke cringe. Half the

instrument panel is shot out.

DENNIS

Call out those fighters!

299 EXT. MEMPHIS BELLE

The prop on engine three slows, then stops, edges facing

into the wind. But the fire still burns and now it's

spreading to the wing itself.

113.

300 INT. COCKPIT

Virge is again crouched behind Dennis and Luke. Luke is

finishing the feathering procedure, flipping the shutoff

valve to closed and the booster pump to off.

VIRGE

Danny's in bad shape.

DENNIS

How's Rascal?

VIRGE

He's okay.

LUKE

Prop feathered, but the

extinguisher's not working. If

we don't do something quick we're

going to lose the wing. Dive!

DENNIS

Okay, but I'm going to need you

to pull out of it.

LUKE

I'm not going anywhere.

DENNIS

Crew, I'm going to dive and try

to blow this fire out. Everybody

hang on!

He depresses the control wheel.

301 EXT. MEMPHIS BELLE

The plane begins to plunge, leaving Baby Ruth behind.

302 INT. WAIST

Jack's and Eugene's feet go out from under them. They're

suddenly weightless. Eugene hangs on to his gun, but

Jack loses his grip and is slammed against the ceiling.

Shell casings fill the air.

303 INT. NOSE

Phil is lifted up along with anything that isn't nailed

down: his log book, pencils, compass, maps, ammunition.

114.

304 INT. RADIO ROOM

The floor is tipped at a forty-five degree angle. Rascal

holds Danny. Val has the needle in Danny's upper arm.

The plane is vibrating violently. The needle breaks.

304A CLOSE SHOT

of the airspeed indicator as the needle creeps toward

300 m.p.h.

304B INT. COCKPIT

Dennis and Luke are both holding their control wheels.

Dennis is monitoring the airspeed, Luke watching the

burning engine.

DENNIS

275. We're exceeding maximum

diving speed. We better level

her.

LUKE

The fire's not out. Just a

little more.

DENNIS

A little more and we could lose

the windshield.

LUKE

Trust me. A few seconds more.

305 EXT. MEMPHIS BELLE

Suddenly the flame on engine three blows out.

LUKE (V.O.)

It's out!

306 INT. COCKPIT

Dennis and Luke pull back hard on their control wheels.

The plane shudders violently as if it's going to rip

apart. Luke and Dennis strain to control it. They're

working together now as partners, no need for words. The

plane starts to pull out of the dive. After it levels,

Dennis pulls off his oxygen mask and takes a deep breath.

DENNIS

Crew, we're at ten thousand feet.

We can come off oxygen.

(CONTINUED)

115.

306 CONTINUED:

Luke pulls off his mask.

DENNIS

Thanks, Luke.

LUKE

Once in a while I do something

right.

307 OMITTED

308 INT. RADIO ROOM

Val is just finishing injecting Danny with morphine. He

pulls out the needle. Rascal, Virge and Eugene are

gathered in the radio room. Danny is still unconscious

and his breathing is shallow. There are occasional

BURSTS OF GUNFIRE from the front and rear of the plane.

VAL

I don't know what else to do.

He's lost a lot of blood.

EUGENE

How far is it to base?

VIRGE

On three engines? Two hours,

maybe two and a half.

VAL

Two and a half hours! He'll

never make it.

RASCAL

Val, help him!

VAL

(panicked)

What do you want from me? He

needs a hospital! I've got a

stupid first aid kit!

Val turns away.

ON EUGENE

Eugene suddenly sees that he still has Danny's lucky

rubber band on his wrist. He never gave it back.

(CONTINUED)

116.

308 CONTINUED:

He leans against the doorway, trying to hold back his

tears.

CUT TO:

VAL

turns back to the others. He's very frightened. He's

grasping at straws and trying not to lose control.

VAL

There's one more thing we can do.

RASCAL

What? Let's do it!

VAL

We can put a parachute on him...

and push him out.

The others react with shock.

VIRGE

Jesus Christ, Val!

VAL

It's crawling with Germans down

there. He'll get picked up by

the Germans and they'll take him

to a hospital.

RASCAL

If they don't kill him for fun

first!

VAL

Rascal, it's his only chance!

Another crew did it. This gunner

lost an arm...

VIRGE

Yeah, but that guy was conscious.

EUGENE

Danny couldn't even pull the cord.

VAL

We can pull it first and put the

chute under his arm.

RASCAL

He could fall in a lake and drown!

EUGENE

Val, can't we wait?

(CONTINUED)

117.

308 CONTINUED: (2)

VIRGE

We'll be over the North Sea in

ten minutes. Then it'll be too

late.

VAL

If we're going to do it, we've

got to do it now!

309 OMITTED

310 INT. COCKPIT

Luke is flying the plane. Phil and Val are in the

cockpit, crouched behind Dennis's and Luke's seats.

Val is fighting down his hysteria.

DENNIS

Val, I'll go along with anything

you say. You're the doctor.

Phil looks at Val. Val avoids his glance.

VAL

We just don't have a choice,

Dennis. We've got to do it.

PHIL

No!

DENNIS

All right. Tell the men that's

my decision and I don't want any

argument.

Val starts to return to the bomb bay. Phil follows him

through the top turret and stops him on the threshold of

the bomb bay. The bomb bay doors open, revealing the

ground so far below. The enlisted men are gathered

around Danny at the other end of the bay. They have put

a parachute on him and tucked the chute under his arm.

PHIL

Please don't do it, Val.

VAL

It's his only chance.

PHIL

No, you're his only chance, but

you're too goddamn chicken to

help him.

(CONTINUED)

118.

310 CONTINUED:

VAL

If he stays on board, he'll die.

PHIL

He's going to die if you throw

him out. And you know that.

A long pause. Val is trembling with fright. He looks at

Danny. Phil pleads with him, desperately.

PHIL

Val, you can save him! So, you're

not a doctor, so what? You can

help him, I know you can. Don't

give up.

VAL

Phil, I'm scared!

PHIL

No, you're not. You're not

scared.

Phil turns Val around and looks him in the eye.

PHIL

You're Val.

Val looks at him a long, long moment.

PHIL

Now go help Danny.

Val takes a breath, nods and starts toward Danny.

311 EXT. BASE

Some SOFTBALL PLAYERS are playing a game. There are men

on second and third. The batter steps up to the plate

and the pitcher pitches. The ball is right over the

plate, but the batter doesn't even try to swing. His

teammates yell at him, angrily. He points out at the

horizon.

FIRST SOFTBALL PLAYER

There they are!

312 EXT. BASE (HORIZON)

The first three planes appear in the distance.

119.

313 EXT. CONTROL TOWER LAWN

Men are starting to gather on the lawn in front of the

control tower. Bruce is giving instructions to the Life

photographer.

BRUCE

What I want is a picture of them

running towards the camera,

throwing their hats in the air,

going crazy, the plane in the

background. We might have to do

it a few times to get it right.

314 INT. BARRACKS

Les wakes at the sound of a PLANE ROARING overhead. He

looks at his watch. It's 4:45. He gets up and starts

pulling on his boots.

315 EXT. RUNWAY

The first plane is landing. A two-pronged red flare

pops out of the cockpit.

316 OMITTED

317 EXT. CONTROL TOWER LAWN

Les joins the rest of his ground crew. The Softball

Players are counting the planes as they appear.

SOFTBALL PLAYER

Seven!

SECOND PLAYER

Eight, nine!

THIRD PLAYER

Did'ja get that one?

We MOVE UP TO the control tower balcony.

318 EXT. CONTROL TOWER BALCONY

The CO joins the S-2 on the balcony. The S-2 is watching

the sky with binoculars.

CO

How many so far?

(CONTINUED)

120.

318 CONTINUED:

S-2

Nine, sir. There's another one.

Ten.

CO

The Belle?

S-2

Not yet, sir.

319 EXT. MEMPHIS BELLE

The plane is alone over grey sea. Oil is spitting out

of the first engine on the left side of the plane and

heavy, dark smoke is twisting out of it. The propeller

reverses directions, slows, then stops.

DENNIS (V.O.)

We're running on two engines now.

Let's lighten up. Throw out

everything you can. We're close

enough to home so you can lose

your guns.

320 INT. WAIST

Jack takes out the bolt that attaches his machine gun to

its mounting, then picks up the gun.

JACK

Well, Mona... we didn't get a

fighter after all.

Eugene picks up his gun and looks at Jack for a long

moment. Then Eugene throws his gun out the window.

Then Jack throws his out and watches it fall. Clay comes

in from the tail with his guns slung over his shoulder.

321 INT. NOSE

Phil throws some flak jackets out of the nose hatch.

322 INT. RADIO ROOM

Danny is very pale. His eyes flutter a little.

323 FLASHBACK - EXT. BASE (THAT MORNING)

The Belle is sitting on the ground. Phil is asleep on

the wing.

(CONTINUED)

121.

323 CONTINUED:

The other guys are listening to Danny recite

his poem.

DANNY

'I balanced all, brought all to

mind,

The years to come seemed waste of

breath,

A waste of breath the years

behind,

In balance with this life, this

death.'

324 INT. RADIO ROOM

Danny suddenly opens his eyes. He's panicked. Val

leans over him.

DANNY

Yeats!

VAL

It's okay, Danny.

DANNY

I didn't write that. It's by

W.B. Yeats. I couldn't write

that.

Val strokes Danny's forehead. He doesn't know what

Danny's talking about.

VAL

Take it easy.

Danny becomes calmer. He closes his eyes. Then he starts

to shake. Val tucks Danny's jacket around him tighter,

but the convulsions only get worse. Val feels Danny's

pulse, then lifts one of his eyelids. Danny's eye is

turned up into his head.

VAL

Danny!

Danny suddenly stops shaking. He lies still. Val pulls

the jacket away and puts his head down to Danny's chest.

VAL

No!

Panicked, Val doesn't know what to do. Out of

desperation, he pounds Danny in the chest with his fist.

(CONTINUED)

122.

324 CONTINUED:

VAL

Don't do this! Goddamnit, Danny!

Don't do it to me!

He pounds him again. Danny gasps.

VAL

One more! Give me one more!

Danny gasps again and starts to breathe. Val listens to

his chest. He hears a heartbeat. Val looks at him.

VAL

You try that again and I'll kill

you.

He puts Danny's jacket over him again and tucks it in

tight.

325 INT. COCKPIT

Ahead we can see the white coastline of England. Virge

crouches down behind the control box.

VIRGE

Ain't that a pretty sight?

LUKE

How's Danny?

Virge crosses his fingers. Then Virge looks up in the sky

and gasps.

VIRGE

Oh my God! Fighters! A whole

squadron, twelve o'clock high!

A sqaudron of fighters have appeared directly ahead,

aimed straight for the Belle.

DENNIS

Look alive, men. Fighters,

twelve o'clock high!

CLAY (V.O.)

(calmly)

What do you want us to do about

it, Captain? You had us throw

out our guns.

A flicker of panic in Dennis's eyes. Then Luke puts a

hand on Dennis's shoulder.

(CONTINUED)

123.

325 CONTINUED:

LUKE

Relax, Dennis. They're little

friends.

Dennis looks up at the fighters, then breathes a sigh of

relief. The sound of the other crew members WHOOPING with

delight all around the plane.

326 OMITTED

&

327

328 EXT. MEMPHIS BELLE

The furthest ENGINE on the right side of the plane starts

CHOKING and the propeller begins to slow.

329 INT. COCKPIT

Luke sees this out his window.

LUKE

We're losing number four.

DENNIS

Are we out of fuel?

Luke looks at the shattered instrument panel.

LUKE

The gauge is shot out. How long

can we fly on one engine?

DENNIS

I don't know. I guess we'll find

out.

330 EXT. CONTROL TOWER - LAWN

The sky is clear of planes. Les is still standing with

the ground crew, but other men have given up hope and are

walking back to the barracks.

331 OMITTED

&

332

124.

333 EXT. CONTROL TOWER - LAWN

Luke's DOG is lying on the grass. Bruce is patting him on

the head, but the dog isn't interested. Then suddenly,

it raises its head and BARKS. Bruce jumps back, afraid

he'll get bit. The DOG runs past Bruce and BARKS out at

the horizon.

CUT TO:

LES

with the ground crew, looking anxiously out at the

horizon.

334 EXT. CONTROL TOWER - BALCONY

CO is on the balcony with the S-2. The ADJUTANT comes up

to the CO.

ADJUTANT

Sir, Headquarters on the phone.

CO

I'll call them back.

ADJUTANT

Sir, it's General...

CO

I don't care who it is, I'll call

them back!

The CO raises his binoculars and looks out at the plane.

335 CO'S POV - THROUGH BINOCULARS

The Belle, flying very low, barely clearing the treetops,

just Engine One still turning.

336 INT. COCKPIT

The base is visible ahead. Virge is crouched between

Dennis and Luke.

DENNIS

Landing gear.

Luke flips a switch on the control box, but there's no

electric whine. He looks out his window.

(CONTINUED)

125.

336 CONTINUED:

LUKE

Something's wrong. My wheel

didn't come down.

DENNIS

(hesitates, then)

Okay, pull them back up again and

we'll belly land.

Luke flips the switch again, but there's silence -- no

electric whine.

LUKE

Nothing's happening.

He flicks the switch back and forth. He looks out his

window again.

LUKE

Nothing's coming up, nothing's

going down.

VIRGE

The electrics must be totally out!

A moment of terror as the three men look at each other.

They remember the plane the day before that landed with

one wheel -- and blew up.

DENNIS

Can you lower the wheel by hand?

VIRGE

Yeah.

DENNIS

Okay. Get some of the other men

to help you. Luke, monitor the

wheel and tell me when it's down.

Virge runs through the top turret and into the bomb bay.

Dennis flips a switch on the lower wall by his knee. A

loud ALARM BELL RINGS. Luke loads a flare gun.

DENNIS

Take positions for crash landing.

336A INT. RADIO ROOM

Eugene and Rascal are gently moving Danny into a position

so that Val can protect him from the crash. Jack and

Clay are taking crash landing positions. Virge rushes

in.

(CONTINUED)

126.

336A CONTINUED:

VIRGE

Jack, help me!

He grabs a small handcrank from the aft bulkhead wall and

then runs into the bomb bay, Jack and Clay right behind

him.

337 INT. BOMB BAY

Virge is straddling the bomb bay catwalk and turning the

landing gear hand crank quickly. Jack and Clay are

standing on the catwalk behind him, each waiting his

turn.

338 OMITTED

338A EXT. MEMPHIS BELLE

The right wheel slowly starts to descend from the belly

of the plane.

339 OMITTED

339A INT. COCKPIT

Dennis is holding the control wheel tightly as he starts

to point the plane towards the base.

340 OMITTED

341 EXT. MEMPHIS BELLE

The plane brushes the tops of the trees at the end of the

runway. A two-pronged red FLARE SHOOTS out of the

Belle's cockpit.

342 EXT. BASE

The AMBULANCE DRIVERS are standing by their ambulance.

They see the flare.

AMBULANCE DRIVER

Wounded aboard! Let's go!

They quickly hop into the ambulance cab.

127.

343 EXT. CONTROL TOWER - LAWN

Les, with the ground crew. In the background, men are

coming from all over the base to watch the plane land.

LES

My God, they've only got one

wheel down!

344 INT. BOMB BAY

Virge is exhausted from turning the crank. He steps

aside and Jack takes over.

344A EXT. MEMPHIS BELLE

The right wheel is very slowly creeping down. It has a

long way to go.

345 INT. COCKPIT

The runway is ahead. Dennis is gripping the control

wheel tight as he aims the plane for the runway. Luke

is fastening his seat belt when there's a sudden jolt,

then complete silence. Luke looks out the left window.

LUKE

We lost Number One!

The plane suddenly loses altitude, the nose dips down

and points straight at the runway. Dennis pulls at the

control wheel.

DENNIS

Flaps!

Luke spins the flap controls.

346 INT. BOMB BAY

Virge hears the silence and knows what happened. He

shouts at Jack.

VIRGE

Hurry!

Jack turns the crank faster.

346A EXT. MEMPHIS BELLE

The wheels are extended further, but still not enough to

land on.

128.

347 INT. RADIO ROOM

Val is cradling Danny, to protect him from the crash.

The others are braced against the bulkhead walls.

Eugene's praying as fast as he can.

348 EXT. RUNWAY

The Belle dives for the runway.

349 EXT. CONTROL TOWER - LAWN

Les watches, muttering under his breath.

LES

Come on, baby, come on...

350 EXT. CONTROL TOWER BALCONY

The CO grips the railing, with white knuckles.

350A INT. COCKPIT

Dennis is gripping the control wheel as the plane dives.

351 OMITTED

352 INT. BOMB BAY

Jack is exhausted, out of breath. He's turning the

crank slower and slower. Phil shoves him out of the way

and takes over the crank, turning it as fast as he can.

He talks to himself as he does.

PHIL

We're not going to die. It's

okay. We're not going to die!

353 EXT. RUNWAY

Just when it looks certain to crash, the nose of the

Belle lifts, the landing gear pop out with an audible

CLICK and hit the runway, hard. The plane bounces into

the air.

354 INT. RADIO ROOM

The crew is jolted. Danny wakes. He looks up at Val,

panicked, not knowing where he is or what's happening.

129.

355 EXT. MEMPHIS BELLE

The plane tips to the right and looks like it'll come down

on its right wing.

356 INT. COCKPIT

Dennis wrestles with the control column. Luke works the

flap controls. They're instinctively a team.

357 EXT. MEMPHIS BELLE

The plane straightens and lands. The flaps come up and

the plane goes onto the grass, throwing dust into the air.

358 EXT. CONTROL TOWER - LAWN

The men on the lawn cheer. They surround Les and the

ground crew and congratulate them.

359 INT. RADIO ROOM

Clay, Rascal and Eugene cheer and ruffle Danny's hair.

359A INT. BOMB BAY

Virge, Jack and Phil realize that they made it and shout

with excietment.

360 EXT. RUNWAY

The plane comes to a stop at the far end of the runway.

The ambulance races towards it.

361 EXT. CONTROL TOWER BALCONY

The CO lets go the railing, relieved. He turns to go

back inside. The Adjutant takes a step back, a little

afraid of him. But the CO smiles, pats the Adjutant's

arm affectionately, then goes inside -- back to work.

362 INT. WAIST

Rascal opens the waist door. The Ambulance Drivers are

there. He steps aside and they enter the plane,

carrying a stretcher, a medical kit, an IV bottle.

130.

363 EXT. CONTROL TOWER - LAWN

The photographer is snapping pictures. Bruce yells at

him.

BRUCE

I don't want that Goddamn

ambulance in there!

364 INT. COCKPIT

Dennis and Luke quickly flip off the power and fuel

controls.

DENNIS

Wing flaps.

LUKE

Up.

DENNIS

Tail wheel.

LUKE

Unlocked.

DENNIS

Generators.

LUKE

Off.

They're finished. Silence. They don't know what to do

with themselves. Then Luke unhooks his seat belt and

gets up and goes through the top turret into the bomb

bay. But Dennis just sits there.

365 EXT. RUNWAY

Danny is conscious, pale, but looking better. He's

hooked up to an IV, which Val holds. The rest of the

crew is with them, under the nose of the plane. Danny

clutches his camera.

VAL

One picture, Danny, then straight

to the hospital.

DANNY

(weakly)

You're the doc.

Val smiles. Bruce starts arranging their positions while

the photographer sets up his tripod.

(CONTINUED)

131.

365 CONTINUED:

BRUCE

Let's have the officers in the

center. Luke, I want you down

front...

LUKE

Bruce, just take the picture.

He takes Danny's camera and tosses it to Bruce. Bruce

catches it, too surprised to object.

DANNY

Where's the captain?

PHIL

Yeah, where is Dennis?

RASCAL

We've got to have Dennis in the

picture.

Dennis appears around the nose of the plane. He holds the

bottle of champagne. He walks towards the crew, a grim

expression on his face. The crew shifts uneasily. Dennis

stops right in front of Danny and looks at him. Danny

thinks he's in big trouble. Then, suddenly, Dennis whoops

with joy and pops the cork. Champagne spurts out and

Dennis douses the crew with it. The crew is amazed --

this is a new Dennis. They laugh, try to duck the suds,

and Bruce takes the picture. FREEZE FRAME. The picture

FADES TO black and white as a LEGEND ROLLS OVER it.

LEGEND

The air war over Europe lasted six

years. 353,000 young men lost

their lives.

OVER the credits we see more of the pictures Danny took:

at the dance, in the barracks, in the plane -- his

permanent record of the last mission.

FADE OUT.

THE END

     Wat Movies Home