Out of BLACK we hear the sound of an airplane roaring by.

	EXT.  POV OF AN AIRPLANE

	Flying over American heartland.  We see the earth through the
	pilot's perspective as sky and ground swap positions, the
	plane swooping down and storming over the ground.

	THE PLANE

	is a biplane, racing over a field lush with young plants.  It
	releases a trail of crop spray, and climbs again...

	Up into a crystalline blue sky where sunshine pours like
	honey over family farms stretching to the horizon.  Maybe
	it's not heaven, maybe it's just Tennessee.  But as long as
	there's been an America, men have fought and died for this
	place -- as volunteers.

	Far off, but visible from the plane is

	A BARN - DAY

	The barn is unpainted except for hand lettering that says
	"McCawley Crop Dusting." Another plane noise, this one made
	by kids, brings us to TWO BOYS, sitting in the shell of an
	old plane propped on crates, scavenged of it's engine, seats,
	and wheels.

	The boys sit in it's cockpit, butts crowded onto the nail keg
	they've replaced the seat with.  They've even attached a 2x4
	as propeller, as if their imaginations needed any help.  They
	wear overalls and have bowl haircuts:  RAFE and DANNY, 10
	years old.

					RAFE
			Bandits at 2 o'clock.

					DANNY
			Power dive!

	They buzz their lips in a flying noise and work the controls,
	Rafe's bare feet on one pedal, Danny's on the other.

					RAFE
			It's Germans!

					DANNY
			Kill the bastards!

	Rafe looks at Danny in shock -- then they both laugh and go
	right back into their game, manufacturing their own machine
	gun and engine sounds.

					RAFE
			Good shooting, Danny!

					DANNY
			Good shooting, Rafe!

					RAFE
			Land of the free...

					DANNY
			Home of the brave!

					RAFE
			There's another one!

	Their vocal motors roar again... But a man's hand grabs Danny
	by the straps of his overalls and jerks him from the cockpit.

	It's Danny's FATHER and he's a fearsome sight; drunk, his
	hair uncombed, his face unshaven, his teeth -- those still
	left -- are rotting.  He's also missing an arm; but the one
	that's left is potent, and he's shaking Danny with it.

					DANNY'S FATHER
			You no count boy!  Johnson come lookin',
			said he'd pay a dime for you to shovel
			his pig shed, and I can't find you no
			place.

					DANNY
			Daddy, I told you I was comin' here.

	His father slaps him off his feet.  Rafe is so horrified he
	can't get a sound out.  Danny isn't even surprised.  But when
	his father snatches him up again, twisting the overall straps
	so tight they choke him, he struggles.  It does no good; his
	father starts marching across the field, dragging and
	strangling Danny.

					DANNY
			Da!... Dad...

	The father's drunken anger makes him oblivious -- until
	CRACK!  The 2x4 propeller slams him across the back, knocking
	him to the ground and making him drop Danny.

	The father rolls over to see 10-year-old Rafe, holding the
	2x4 like a bat.

					RAFE
			Let him alone!

	The father's eyes bulge in rage; he struggles to his feet.

					DANNY
			Rafe... Daddy... No!

	The man looks murderous, but Rafe draws back the board.

					RAFE
			I'll bust you open, you...German!

	The words ring something deep in the man's booze-broken
	brain.  He begins to cough, convulsively; it brings a blossom
	of blood to his mouth.  He wipes it with his hand, but blood
	clings to his teeth.  He chokes out --

					DANNY'S FATHER
			I fought the Germans.

	He looks at Danny in shame, with the realization of what he's
	just done.  He turns and staggers away.

	Danny looks at Rafe -- a communication between boys joined by
	something deeper than blood.  Then Danny runs off after his
	father.

					DANNY
			Daddy!  Daddy!  Wait.

	Danny catches him, takes his father's hand, and walks away
	with him.

	The crop duster we saw in the air has just landed, behind
	Rafe.  The pilot, RAFE'S FATHER, shuts off the engine.

					RAFE'S FATHER
			What's goin' on, son?

					RAFE
			Nothing.  Danny's Dad just come to get
			him.

	Rafe turns back to the ramshackle plane and replaces the 2x4
	propeller.  His father looks toward Danny and his father,
	walking away, then looks at his own son.

					RAFE'S FATHER
			Hey, boy -- you wanna go up?

	Rafe can't believe it; he runs to the plane and hops into his
	father's lap.  As his father cranks the engine and tucks him
	into the harness, Rafe says --

					RAFE
			Daddy, sometime will you take Danny up
			too?

					RAFE'S FATHER
			Sure will, son.

	The engine races to life...and we --

							DISSOLVE TO:

	EXT.  NEW JERSEY AIR BASE - DAY

	American P-40 fighters blast through the air, props screaming
	and wind singing by their wings.

	There are eight pilots in their individual seats, and we
	focus on two:  RAFE MCCAWLEY has grown lean and handsome.
	And DANNY WALKER is very much the same.

	Their planes start swapping positions in the formation; while
	the other guys are flying along in a tight line, Rafe and
	Danny are playing, one of them gunning his engine to go high,
	the other diving and coming back up in his place,
	leapfrogging.

	It scares the other guys, having their planes flashing in and
	out, so close.  The TRAINING CAPTAIN, watching through
	binoculars on the ground, talks into his RADIO --

					TRAINING CAPTAIN
			McCawley!  Walker!  Cut that out!

					RAFE
			I thought this was a training flight.
			I'm just trying to give Danny some
			training.

					DANNY
			Not on your best day, boy!

	Rafe grins and guns his plane low, in the opposite direction
	he was moving before.  Danny reacts almost instantly...
	leapfrogging in the opposite direction, scaring the piss out
	of everybody else.

					TRAINING CAPTAIN
			That's it, get into a wedge!

	The squadron responds, forming up into a tight V, Rafe and
	Danny just behind and on either side of the center.

					RAFE
			Didn't you say test the limits?

					DANNY
			Hey, you wanna test my limits, you better
			line up a couple dozen women on the
			GROUND...cause I got NO limits in the
			air!

	Rafe grins, loving the challenge.  Then he and Danny do the
	leapfrogging maneuver laterally, swapping sides in the V.

					TRAINING CAPTAIN
			Everybody down!

	EXT.  NEW JERSEY AIRFIELD - DAY

	The planes land in tight order and taxi off the runway; shut
	down their props, slide back the canopies and hop down.  We
	see young pilots we'll get to know:  ANTHONY, BILLY, RED.

					TRAINING CAPTAIN
			Where are McCawley and Walker?

	EXT.  RAFE AND DANNY - STILL IN THE AIR - DAY

	They've circled to opposite ends of the airfield and are now
	heading right at each other, like two bullets playing
	chicken.

					TRAINING CAPTAIN
			Aw shit...

	INT.  THE COCKPITS

	From Rafe and Danny's POV, the rush is awesome.

	THE PILOTS ON THE GROUND watch in awe as the P-40's get so
	close they can't possibly get out of each other's way.
	Billy, the most boyish-faced of the pilots, yells to drown
	out the sound of the collision...

	At the last instant, both planes snap a quarter turn so that
	their wings are vertical, and they shoot past each other
	belly to belly.

	IN THE COCKPITS

	Rafe and Danny burst out laughing.

	THE PILOTS ON THE GROUND

	laugh and congratulate each other.

					TRAINING CAPTAIN
			You know what they say... You can take the
			crop duster out of the country -- but
			don't put him in a P-40.

	Rafe banks to land, and Danny tucks in behind him.  Danny has
	Rafe's plane in his sights.

					DANNY
			If I had guns I'd be chewing up your --

	Rafe feints left, banks right, and appears behind Danny.

					RAFE
			If you had guns, you'd be pissin' on 'em.

	They're almost to the landing strip, Rafe behind Danny.  But
	as Danny's wheels are about to touch, he guns his engine and
	snaps the nose of his plane straight up.

	THE OTHER PILOTS stop laughing.

					ANTHONY
			He's doing an inside loop!

					TRAINING CAPTAIN
			Aw, shit...

	Danny pulls it off, just barely making a full circle to come
	in behind Rafe and bounce to a stop on the runway.

					DANNY
			Yee-hawww!!!

	Danny taxis his plane over to join the others.  He's grinning
	as he slides back his cockpit cover; then --

					DANNY
			Where's Rafe?

	Red, tall with flaming orange hair, tips his chin toward the
	air.  Seeing Rafe's plane still in the air, Danny starts to
	refasten his harness.

					TRAINING CAPTAIN
			You're down, Walker!  That's an order!

					DANNY
			What about him?

					TRAINING CAPTAIN
			He's not taking my orders anymore.

	Danny's just about to ask what the hell that means, when he
	notices Rafe climbing in a deliberate spiral.

					DANNY
			He's gonna do it.

					BILLY
			Do what?

					DANNY
			It.
				(beat)
			Aw, shit.  Aw shit shit shit...

	RAFE'S PLANE reaches two thousand feet, just a speck above
	them, and seems to pause in the air.

					DANNY
			I shouldn't'a done an inside loop.
			I shouldn't'a done an inside loop.

					BILLY
			Why?

					DANNY
			Cause now he's gonna do an outside loop.

					TRAINING CAPTAIN
			Aw shit.  Aw shit shit shit...

	Anthony and Billy join in, like an involuntary chant --

					ANTHONY & BILLY
			Aw shit shit shit...

	RAFE, IN HIS COCKPIT, is tightly controlled, yet serene.  He
	noses the plane into a power dive.

	The P-40 screams toward the ground, picking up speed, going
	so fast it begins to shudder.

	THE OTHER PILOTS are transfixed.  Red is so nervous he can't
	get the words out.

					RED
			Aw sh- sh- sh- sh-

					BILLY
			Shit.

					RED
			Yeah.

					DANNY
			You can do it, Rafe.  You can do it.

	The P-40, hurtling toward the ground at nauseating speed,
	snaps into a half roll, streaking upside down over the
	runway.  Rafe hangs inverted in his flight harness, the
	asphalt of the runway shooting past, ten feet beyond his
	head.

	He pushes the plane into a climb, his cockpit on the outside
	of the circle.  The plane reaches the top of its arc, and
	almost stalls; but Rafe noses it over again, toward the
	earth, only this time he has very little altitude.  The plane
	hurtles down, still with it belly on the inside of the
	curve...

	And makes it full circle.  Rafe's head now is barely a foot
	off the asphalt as the plane shoots past, still inverted.

	THE OTHER PILOTS burst into cheers.

	RAFE, IN HIS COCKPIT permits himself a smile.

	He lands, and the guys run out to meet him...all except for
	the Training Captain, who stands there shaking his head.

	Danny jumps on the wing, as Rafe stops and slides back his
	canopy.  Danny grabs him by the harness and shakes him.

					DANNY
			You could've killed yourself, you stupid
			bastard!

	He dives into the cockpit, hugging Rafe.

					DANNY
			That was the most beautiful thing I ever
			saw.

	INT.  COLONEL DOOLITTLE'S OFFICE - DAY

	COLONEL JIMMY DOOLITTLE, mid-forties, is commander of the
	base.  He's as tough as he is good in the air.  And right now
	he's frowning at Rafe McCawley, standing at attention before
	him.

					DOOLITTLE
			There are some people who think the
			outside loop is reckless and
			irresponsible.

					RAFE
			How could it be irresponsible, Sir, if
			you were the first man in the world to do
			it?

					DOOLITTLE
			Don't get smart with me, son.

					RAFE
			Never, Sir.  I just meant it's dangerous
			only for the kind of pilot who wants to
			show off, rather than inspire the other
			pilots in his unit.  And all you've done
			for me, Sir, working out the transfer, I
			did it to say thanks.  To honor you, Sir.
			What the French call a "homage."

					DOOLITTLE
			That's bullshit, son.  But it's really
			good bullshit.

					RAFE
			Thank you, Sir.

	Doolittle stands, moves around his desk, and shakes Rafe's
	hand.

					DOOLITTLE
			Good luck over there McCawley.  I admire
			your decision.

					RAFE
			Thank you, Sir.

	INT.  NEW JERSEY AIRFIELD - BARRACKS - NIGHT

	The pilots are getting slicked up for a night on the town.
	Danny's at the mirrors with the others; he's putting on
	cologne, and looks terrific in his uniform.

	Anthony and Billy are combing their hair at the sinks.  Billy
	declares to his image in the mirror --

					BILLY
			You good-lookin' sumbitch...don't you
			EVER die!

					ANTHONY
			That's your line for tonight, ya know.

					BILLY
			What, good-lookin' sumbitch?

					ANTHONY
			No, numbnuts, die.  You get your nurse
			alone, you look her in the eye, and say,
			"Baby, they're training me for war, and I
			don't know what'll happen.  But if I die
			tomorrow, I wanna know that we lived all
			we could tonight."  I've never known it
			to fail.

	Red finishes brushing his teeth at the sink beside them.

					RED
			He's n-never known it to work, either.

	The guys head out laughing, running into Rafe coming in.

					DANNY
			Doolittle didn't kill you?  Attaboy!

	Rafe catches Danny's arm.

					RAFE
			Danny, there's something I gotta tell
			you...

	EXT.  NEW JERSEY BARRACKS - NIGHT

	Rafe and Danny are walking on the parade ground; the other
	guys are already on the bus that will take them into town.
	Danny's upset by what Rafe just told him.

					DANNY
			How could you do this?

					RAFE
			The Colonel helped me work it out.

					DANNY
			I don't mean how'd you do the paperwork,
			I mean how the hell did you do it without
			letting me in on it?

					RAFE
			I'm sorry, Danny, but they're only
			accepting the best pilots.

					DANNY
			Don't make this a joke, Rafe.  You're
			talking about war, and I know what war
			does to people.

					RAFE
			Danny, you know how many times I saw you
			come to school with a black eye or a
			busted nose, and couldn't do a thing
			about it -- for you, or for your mother...
			or your father, with his lungs scorched
			out with mustard gas, and more left of
			his lungs than there was of his spirit?
			You've made your sacrifice, Danny.  It's
			time I made mine.

					BILLY
				(from the bus)
			The nurses are waiting!

					RAFE
			Let's go.

					DANNY
			Nah, you go on.

					RAFE
			I have to talk to Evelyn.  And I want you
			to meet her.

					DANNY
			Some other time.  I don't feel like a
			party.

	Danny walks away.  The bus driver's ready to leave, and Red
	is honking the horn for Rafe to come.  Rafe reluctantly lets
	Danny go, and heads for the bus, where the pilots are
	chanting --

					PILOTS VOICE
			Nurses!  Nurses!  Nurses!

	INT.  A MOVING TRAIN - DAY

	The trains of 1942 have their own beauty, with felt seats,
	shaded lamps, and paneled compartments even in the economy
	section.  But the glow of the train is outshone by EVELYN
	STEWART.  She's one of ten young women, Army nurses, gathered
	at one end of the car as it rattles along the track.

	The other nurses are pretty and ripe -- maybe a bit too
	ripe.  Their lips painted bright red, their faces powdered,
	their spirits high.

	Evelyn listens in amusement to BETTY, a cute blonde with
	unmissable boobs, and BARBARA, a burnette equally endowed.

					BETTY
			Do you have trouble with your boobs in
			the uniform?

					BARBARA
			You mean hiding them?

					BETTY
			Hide them?  On a date with pilots?  I'm
			talking about how you make them show!

	SANDRA, another nurse, speaks up.

					SANDRA
			Loan 'em to me, I'll make 'em show.

					BETTY
			The boobs or the pilots?

	The girls laugh and shove each others' knees; it's a party
	wherever they go.  But Evelyn can't keep her mind on the
	frivolity.  She looks out the window and her thoughts drift
	away.

					BARBARA
			We'll ask Evelyn.  Evelyn?  Evelyn!

					BETTY
			Ooo, she's thinking of her date!  Come
			on, you've been dating a pilot.  We want
			to know what we can expect.

	Suddenly all the girlish faces are looking at Evelyn.

					EVELYN
			I've been dating one pilot.  And only for
			a few weeks.  But I know he's different
			from all the others.

	Sandra throws up her arms and swoons onto her friends.

					SANDRA
			True love!...

					BETTY
			Morphine, give her morphine!

					BARBARA
			Give her an enema.

					EVELYN
			But I do have a warning for you.  There's
			one line you all need to know, and you're
			likely to hear it from any man in a
			uniform.  It goes like this:  "Honey,
			Baby... We never know what's gonna happen,
			and I may die tomorrow...so, let's live
			all we can tonight."

	A silence among the nurses.

					BARBARA
			I tell you.  Any one of those arrogant,
			leather-jacketed, slick-lookin' flyboys
			tries that line on me...he's gonna get
			anything he wants.

	As the nurses laugh --

	EXT.  NEW YORK TRAIN STATION - NIGHT

	Our pilots -- indeed leather-jacketed and handsome -- are
	waiting on the platform.  Among then is Rafe, holding
	something behind his back, as the train pulls in and shudders
	to a stop, clouds of steam jetting onto the platform and
	giving the moment a dream-like haze.

	INT./ EXT.  TRAIN - NEW YORK TRAIN STATION - NIGHT

	The nurses start stepping out; both pilots and nurses pretend
	surprise to see each.  At the door of the train, Evelyn
	whispers to Betty --

					EVELYN
			Stick with me, I'll find you somebody
			good.

	Betty spot's Rafe.

					BETTY
			I'll take that one.

					EVELYN
			He's taken.  But come on, I'll introduce
			you.

	They move to Rafe; he crosses the platform to meet them, his
	eyes holding Evelyn.

					RAFE
			Hello, Lieutenant.  Good to see you.

					EVELYN
			You too, Lieutenant.

	Betty clears her throat.

					EVELYN
			Oh, this is Betty.

					RAFE
			Nice to meet you, Betty.

	He draws his hand from behind his back; he's holding two
	roses.  He hands one to Evelyn and the second to Betty.

					RAFE
			Danny would'a brought this.

	He escorts them along the platform.

					EVELYN
			Danny's not coming?

					RAFE
			No, he...got some news today.  He'll be
			okay, he just didn't feel like coming
			tonight.

					EVELYN
			I was hoping to meet him.

					BETTY
			I was hoping to meet him.

					RAFE
			We'll just have to find a substitute,
			won't we?

	Betty stops, and faces Rafe.

					BETTY
			I just want to tell you one thing.  If
			you're thinking this might be your last
			night on earth?... I'm prepared to make
			it meaningful.
				(leaning close)
			Very meaningful.

					EVELYN
			At ease, Betty!

	INT.  CITY NIGHT CLUB - NIGHT

	It's a party in full swing; swing music, jitterbugging,
	beautiful young men and women in high spirits.

	Rafe and Evelyn are sitting at a big table with the other
	pilots and nurses.  Anthony's paired up with Sandra, Billy
	with Barbara, and Red, shyest of the group, finds himself
	next to Betty.  Betty's already found a companion in Red
	Strange.

					RED
			He, I'm R-Red.  Red S-Strange.

					BETTY
			Red...Strange?

					RED
			You know the football player, Red G-
			Grange?  Well the guys called me R-Red,
			cause you know, I'm red...and they
			thought I was strange, so, you know, Red
			G-Grange, Red Str-Strange.

					BETTY
			But...they called you Strange?  Because
			of Red Grange?  I don't get it.  Was Red
			Grange strange?

					RED
			How would I know.

	Beside her beer is an open ketchup bottle; he picks it up and
	swigs from that.  Rafe and Evelyn see this, and try to keep
	from laughing.

					BETTY
			Do you always stutter?

					RED
			Only when I'm n-n-n-

					BETTY
			Nervous?

					RED
			Yeah.  But if I have to get something
			out, I c-can always s-s-s-
				(he sings)
			SIIING!

	She covers his hand with hers.

					BETTY
			Don't be nervous.

	Red looks at Betty with love in his eyes.  Under the table,
	Rafe and Evelyn join hands too.

					EVELYN
			There shipping us out.  Hawaii.  The
			Germans are overrunning Europe, and we're
			sent to paradise.  How about you?  Have
			you heard anything?

	He hesitates; then Evelyn is distracted by the conversation
	beside them, between Barbara and Billy.

					BILLY
			You're a very special woman, and...well
			baby, they're training me for war, and we
			don't know what happens tomorrow.  So we
			gotta make tonight special.

	Barbara shoots a look at Evelyn, before she answers.

					BARBARA
			I hope you can back that up, flyboy.
			Cause you're not ever gonna forget
			tonight.

	She takes him by the hand and pulls him to his feet... They
	start dancing, sexy movements that won't stop till they've
	been in bed.

	Rafe pulls Evelyn to her feet, and leads her through the
	dancers, outside.

	EXT.  THE NIGHT CLUB - NIGHT

	They find a quiet place on a balcony that overlooks the
	river, and Manhattan beyond.  Evelyn takes in the view,
	breathes in the air; she still holds the rose.

					EVELYN
			Whatever you're trying to tell me isn't
			good, is it.  Or it wouldn't be so hard
			to say.

					RAFE
			The only reason it's hard to say is that
			I keep thinking I don't have the right to
			say it.  But I've got to because it's
			true.  I love you.
				(beat)
			That must surprise you.

					EVELYN
			It surprises me that I'm not the only one
			on this balcony who feels that way.

	The power of hearing this from each other grips them both.

					RAFE
			There's one thing I have to say.  I'm
			going away.

					EVELYN
			We're all going away.

					RAFE
			I'm going to the war.  The real war.
			Hitler's taken Europe.  The Brits are
			hanging on by their fingernails, and If
			they lose, there'll be more people killed
			than anybody can imagine.  And not just
			there, but here.

					EVELYN
			But you're in the U.S. Army, how could
			you --

					RAFE
			Colonel Doolittle pulled the strings, and
			put me on loan to the R.A.F.  They need
			pilots, and we need experience.  I leave
			tomorrow.

					EVELYN
			You waited til tonight to tell me?

					RAFE
			I had to tell you in person.  Because
			there's something else I need to say.

	He studies her face, burning it into his memory.

					RAFE
			Evelyn...you know the line -- let's make
			tonight memorable.  What I feel about you
			makes it impossible for me to say
			something like that.  If I don't come
			back, I don't want to saddle you with
			regret and sadness you'll carry the rest
			of your life.

					EVELYN
			I don't know if you can choose that,
			Rafe.

					RAFE
			Maybe not.  But I need you to know.  I
			love you.  And I will come back.  I'll
			find a way.  And then we'll get a chance
			to know if what I felt the first moment I
			saw you, and every minute since then, is
			real.

					EVELYN
			Do one thing for me, before you go.

	She takes his hand and leads him inside.

	INT.  NIGHT CLUB - NIGHT

	She leads him onto the dance floor, and they dance, among the
	others, yet in a world apart from everyone else.  And then
	they stop while all the others move around them, and kiss the
	kind of kiss that lasts a lifetime.

	EXT.  HOTEL - NIGHT

	The nurses are entering the hotel.  Pilots are going in with
	them.  But Rafe and Evelyn stop on the street.

	A last kiss.  Their hands touch a final time, and then part.
	She moves inside the lobby, and looks out the glass doors as
	he walks away.

	EXT.  TRAIN STATION - DAWN

	Rafe and Danny stand on the platform.  Rafe's got his gear
	packed in a bag slung over his shoulder.

					CONDUCTOR'S VOICE
			All aboard!

	Rafe glances once more toward the revolving doors from the
	station that lead onto the platform.

					DANNY
			Didn't you say you told her not to come?

					RAFE
			Yeah.

					DANNY
			Then why are you looking for her?

					RAFE
			It's a test.  If I asked her to come and
			she came, it wouldn't tell me anything.
			If I tell her not to come, and she
			comes...then I know she loves me.

					VOICE
			ALL ABOARD!

					DANNY
			You're still a kid, ya know that?  Take
			care of yourself.

					RAFE
			You too.

	Rafe sticks his hand out to Danny.  Danny knocks it away, and
	hugs him.

	Rafe steps onto the train, and it pulls away.  Rafe waves.
	Danny waves back and smiles, but he whispers like a prayer...

					DANNY
			Give 'em hell, Rafe.

	INT.  TRAIN - DAWN

	Rafe finds a seat and sits down.  He's the only one in the
	car, and he's deeply alone.

	EXT.  TRAIN STATION - DAWN

	Danny walks to one of the three revolving doors back into the
	station.  He takes the one on the far right.  As he passes
	through it, he doesn't see Evelyn rushing through the door on
	the left side.  She's told herself she wouldn't come, but
	couldn't help it, and now as she sees the last car of the
	train disappearing around the corner the pain of it all hits
	her.

	She stands on the empty platform, as lonely as Rafe.

	MONTAGE - THE JOURNEYS

	Rafe and Evelyn travel in opposite directions, toward
	opposite ends of the earth...

	EXT.  A GRAY, COLD, CANADIAN SEAPORT - DAY

	as Rafe boards a Canadian naval vessel headed into the North
	Atlantic.

	EXT.  TRAIN - TRAVELING THROUGH THE AMERICAN WEST - DAY

	Evelyn and her fellow nurses ride the train through the
	American southwest.  The scenery outside the window is
	beautiful, but her thoughts are far away...

	EXT.  NORTH ATLANTIC - DAY

	Rafe's ship is in a convoy through the rough gray waters.
	The deck is loaded with military supplies bound for Britain.
	Rafe stands among the drab crates and seems oblivious to the
	rain, his thoughts on Evelyn.

	He looks toward the eastern horizon, where his ship is
	heading.  A deep, dark storm is brewing before them...

	EXT.  PACIFIC - DAY

	Evelyn stands on the deck of a ship headed in the opposite
	direction, on another ocean, the sky is clear, the breeze is
	warm, the light of a glowing sunset bathes her face.  The
	MONTAGE ENDS, with them heading to different ends of the
	earth.

	EXT.  BASSINGBORNE AIRFIELD - BRITAIN - DUSK

	In the eternal dusk of England, everything is cold and gray.
	British fighter planes -- Spitfires and Hurricanes -- are
	surrounded by mechanics hurriedly ripping off bullet riddled
	fuselage panels and digging into overworked aircraft engines.
	Rafe walks across the tarmac, still carrying his duffel bag.
	He moves up behind a slim, pale BRITISH AIR COMMANDER who is
	surveying engine damage on one of the Spitfires.

					RAFE
			Rafe McCawley, Sir.

	Rafe salutes as the Air Commander turns and then returns the
	salute, with his left arm -- his right arm is gone.  Rafe
	freezes at the sight, reminded of Danny's father.

					BRITISH AIR COMMANDER
			On loan from Colonel Doolittle, is it?

					RAFE
			That's me, Sir.

					BRITISH AIR COMMANDER
			Good on you, then, Rafe McCawley.  We'll
			get you situated in some quarters, and
			then introduce you to the equipment
			you'll be flying.

					RAFE
			If you're patching up bullet holes right
			here on the runway, maybe we should skip
			the housekeeping and get right to the
			planes.

					BRITISH AIR COMMANDER
			Are all the Yanks as anxious as you are
			to get yourself killed, Lieutenant?

					RAFE
			Not anxious to die, Sir, anxious to
			matter.

	EXT.  BASSINGBORNE AIRFIELD - BRITAIN - DAY

	A Spitfire sits on the runway, and it's badly mangled -- a
	string of bullet holes punched through at mid-fuselage; a
	shot-off chunk of wingtip; but most striking is the blood
	still splattered over the inside of the cockpit.

					BRITISH AIR COMMANDER
			Good lad.  Didn't die till he'd landed
			and shut down his engine.  Welcome to the
			war.

	He walks away, leaving Rafe to stare at the bloody cockpit.

	EXT.  PEARL HARBOR - MILITARY BASE - DAY

	Evelyn and the nurses enter the base, riding in two jeeps.
	As they stop at the gate, the guards look at them, especially
	Evelyn in the lead jeep; one guard mumbles to the other --

					GUARD
			I've died and gone to heaven.

	The guards lift the bar and smile at the nurses.  The jeeps
	drive through.  The nurses are loving this island paradise
	already.

					BARBARA
			You know the ratio of men to women on
			this island?  Four-thousand...to one.

	Barbara slides on a new pair of sunglasses with plastic palm
	trees glued on the sides, and calls back to the guards as the
	jeeps pull away --

					BARBARA
			See ya on the beach, boys!

	EXT.  MILITARY BASE - NURSES' QUARTERS - OAHU - DAY

	As the other nurses happily unpack, Evelyn leaves and crosses
	the grass in the drenching sunshine.  We follow her into --

	INT.  BASE HOSPITAL - DAY

	She finds a small, immaculately clean hospital, twenty beds
	with luminous white sheets, all empty.

	Then she notices the view.  It's of Pearl Harbor, with the
	entire American Pacific fleet riding at anchor.  Battleships
	all in a row.  Aircraft carriers too, in perfect stillness on
	the aqua blue water with a white sand bottom.  The view is
	expansive and beautiful.

	The sound of an approaching fighter plane with wing guns
	firing as we --

								CUT TO:

	EXT.  THE DARK SKIES OVER THE ENGLISH CHANNEL - DAY

	Rafe, in the middle of an aerial dogfight, throws his
	Spitfire into a tight turn, swinging around to fire again
	into a squadron of Messerschmidts; they outnumber the British
	planes, and they're tougher and faster.  Rafe darts through
	their line, machine guns blazing.

	One of the Spitfires in Rafe's squadron has taken hits in the
	engine compartment and is sputtering, losing power, its
	pilot, NIGEL, frantic as the German planes swarm into finish
	him.

					BRITISH PILOT (NIGEL)
			I need help!  Someone get them off me!

	Rafe slams his control stick hard right and goes into a power
	dive at one of the Messerschmidts.  Rafe's bullets chew up
	its cockpit and the plane goes into a fast corkscrew spiral,
	down into the water.

	Rafe instantly climbs again.  Nigel, in the moment of safety
	Rafe has bought him, bails out, his chute blossoming and
	carrying him toward the water.  The OTHER BRITISH PILOTS are
	impressed.

					OTHER BRITISH PILOT
				(into radio)
			Nigel's out!  I'll call in the position!
				(to himself)
			That Yank is bloody good.

	Rafe swings his plane right back at the Germans; he attacks
	them head on, just like he went at Danny, only this time he's
	firing his machine guns.

	And OVER THIS ferocious dogfight, we hear his letter to
	Evelyn...

					RAFE'S VOICE (LETTER)
			Dear Evelyn... It is cold here.  So cold,
			in a way that goes deep into your bones.

	The Messerschmidt in Rafe's sights breaks apart with the
	stream of precise fire he pours into it, its prop flying into
	pieces, its disintegration accelerated by its airspeed.
	Before it completely comes apart, it explodes.

	Rafe goes into another tight turn, to get at them again.

					RAFE'S VOICE (LETTER)
			It's not easy making friends.  Two nights
			ago I drank a beer with a couple of the
			R.A.F. pilots -- beer's the only thing
			here that isn't cold -- and yesterday both
			of them got killed...

	As Rafe starts another attack we see him in the cockpit, in
	the trance of battle, as other Spitfires around him are
	getting shot out of the sky...as we --

							DISSOLVE TO:

	EXT.  HOSPITAL - PEARL HARBOR - DAY

	Evelyn, receiving the letter at mail call.

	She sits on the grass under a palm tree, in paradise, reading
	his letter.

					RAFE'S VOICE (LETTER)
			There is one place I can go to find
			warmth, and that is to think of you.

	EXT.  OUTDOOR RESTAURANT - OAHU - DAY

	Evelyn is off duty, and wears a light cotton dress.  She's
	let her hair down, and her skin has the sheen of light sweat
	in the tropical heat.

	The restaurant is barely more than a shelter of palm wood
	posts with a frond roof, and it looks out over the harbor.
	Evelyn sits alone.  She's brought writing paper.  As the
	Hawaiian waiter serves her an icy tropical ambrosia with
	chunks of pineapple and a fresh plumeria flower floating at
	the rim of the glass, she lifts her pen.

	But before she can start to write, three naval officers move
	over to her table from the bar.  They're out of uniform too,
	wearing garish tropical shirts.

					NAVY GUY 1
			A woman beautiful as you shouldn't be
			sitting alone.  Buy you a drink?

					EVELYN
			Thank you...Ensign.

	The guys look at each other, impressed that she could tell.

					NAVY GUY 1
			Ensign!  Smart too!

					NAVY GUY 2
			So how about that drink?  Or dinner?

					EVELYN
			Thank you, but...I really want to be
			alone right now.

					NAVY GUY 3
			Want to see something long and hard?

	He shows her the tattoo of an anchor on his forearm.  Evelyn
	looks away from them, toward the harbor.

					EVELYN
			I'm sorry.  I've got a letter to write.

					NAVY GUY 3
			Cold bitch.

	His friends start to pull him away, but Evelyn's eyes flare.

					EVELYN
			What did you say?

					NAVY GUY 3
			I said you're cold.

					EVELYN
			Cold?  No, I'm just thinking about a war.
			And maybe you should be too.

	They leave, shaking their heads.  Evelyn picks up her pen,
	and writes.

					EVELYN'S VOICE (LETTER)
			Dear Rafe... It's strange to be so far
			from you in body, and so close to you in
			spirit.  But if our spirits really give
			our bodies life, then you should know
			this:  Every night I look at the sunset,
			and try to draw the last ounce of heat
			from its long day...

	She looks toward the sunset now; then she writes again...

	EXT.  BASSINGBORNE AIRFIELD - BRITAIN - NIGHT

	Rafe brings his battered plane in for a landing...

	INT.  BRITISH AIRFIELD BARRACKS - NIGHT

	Rafe sits on his cot, reading her letter.

					EVELYN'S VOICE (LETTER)
			...and send it from my heart to yours.

	Rafe is startled as the Air Commander appears beside his
	bunk.

					BRITISH AIR COMMANDER
			Air-Sea Rescue picked up Nigel.  He'll be
			back with us tomorrow.

	Rafe nods, glad to hear the news.  The Commander starts to
	walk away, then turns back.

					BRITISH AIR COMMANDER
			Some of us look down on the Yanks for not
			yet joining this war.  I'd just like to
			say that if there are many more back home
			like you, God help anyone who goes to war
			with America.

	The Commander salutes, with his left hand.  And Rafe salutes
	too -- with his left hand.

	EXT.  ESTABLISHING THE WHITE HOUSE - WASHINGTON D.C. - DAY

	The White House looks somehow whiter and purer in the glow of
	1941.

	INT.  PRESIDENTIAL CONFERENCE ROOM - DAY

	GENERALS, ADMIRALS, and other advisors sit around the
	polished table -- all males, in suits and in uniforms.  The
	door opens, and the men all stand.

	PRESIDENT FRANKLIN ROOSEVELT appears, in a wheelchair, pushed
	by a huge black valet, GEORGE.  The President's legs are
	shriveled, braced with the iron supports that attach to his
	shoes and are apparent beneath the cloth of his pin-striped
	pants.  From the waist up Roosevelt is heavily muscled,
	powerful, and handsome even in his little spectacles.  The
	valet rolls him to the head of the table; he's speaking even
	before he settles in.

					PRESIDENT ROOSEVELT
			Please be seated, gentlemen.

	They sit, as one.

					PRESIDENT ROOSEVELT
			Churchill and Stalin are asking me what
			I'm asking you:  How long is America
			going to pretend the world is not at war?

					GENERAL MARSHALL
			We've increased supply shipments to them,
			Mr. President, and we're losing merchant
			vessels every day.

					PRESIDENT ROOSEVELT
			Shift in every destroyer and anti-
			aircraft weapon you can find.

					ADMIRAL
			Sir, our Pacific Fleet is already down
			to almost nothing.

					PRESIDENT ROOSEVELT
			Gentlemen, at this moment the nation of
			Hungry has a larger military then the
			United States.  We have no choice but to
			draw from whatever we can.

	EXT.  ESTABLISHING TOKYO - JAPAN - NIGHT

	INT.  JAPANESE HIGH COMMAND - NIGHT

	The Conference Room is similar to that of the White House.
	But this table is low and all the men sit on the floor.  And
	there are no civilians here; Japan is now a nation ruled by
	its warriors.

	The last man to enter the room and take his place is ADMIRAL
	YAMAMOTO.  Harvard educated, Yamamoto is an object of
	veneration and suspicion among the men of the war council.
	Yamamoto bows, sits, and looks across the table at his friend
	Genda, who can't hide his fear.  Yamamoto glances to the far
	end of the table where NISHIKURA, chief of the War Council,
	sits glowering.  (Their discussion is in Japanese, with
	subtitles.)

					NISHIKURA
			So you join us, Admiral.  Some of us
			thought your education at an American
			university would make you too weak to
			fight the Americans.

					YAMAMOTO
			If knowledge of opponents and careful
			calculation of danger is taken as
			weakness then I have misunderstood what
			it means to be Japanese.

					NISHIKURA
			The time has come to strike!  Or to sit
			and let the Americans cut off our oil and
			our future.  I know what you whisper to
			the others, Yamamoto -- that the Americans
			are strong.  Yet look at their leader.

	He motions to OYAMA, an intelligence analyst, who opens a
	file and lays out pictures of Roosevelt.

					OYAMA
			Franklin Roosevelt.  Born into great
			wealth.  Fifteen years ago, he was
			stricken with polio.  Now he cannot walk,
			or even stand without help.
			Photographers will not take pictures of
			him in his chair; Americans do not wish
			to know how weak their President is.

	Yamamoto makes a low grunt.

					NISHIKURA
			You have something to say, Yamamoto?

					YAMAMOTO
			The Council knows I have opposed fighting
			the Americans.  No matter how great our
			resolve, they have resources beyond ours.
			If we must go to war, there is only one
			way -- deal them a blow from which it will
			take them years to recover.  In that time
			we can conquer all of the Pacific, and
			they will have no choice but to ask for
			peace.

					NISHIKURA
			You see us as capable of such a blow?

					YAMAMOTO
			The Americans themselves have made it
			possible.  We will annihilate them in a
			single attack -- at Pearl Harbor.

	The members of the war council are so pleased with Yamamoto
	that they bow to him.  Only Genda keeps his eyes raised long
	enough to see the sadness in Yamamoto's face.

	EXT.  PEARL HARBOR - AIR BASE - BARRACKS - DAY

	Danny Walker and his pilot buddies have just arrived; they
	enter the barracks, talking happily.

					RED
			If I ain't n-never on a b-boat again,
			it'll be too s-soon.

					BILLY
			Where are the women on this --

	Danny has stopped before the others; now all of them see that
	the other pilots who inhabit this air base are still in their
	beds, sleeping off hangovers.  They wear Hawaiian shirts;
	they haven't shaved.

					RED
			They're s-still asleep!

	Danny pauses for a moment, then shouts --

					DANNY
			Drop your cocks and grab your socks,
			boys!  The terror of the skies are here!

	The sleeping pilots groan, and cover their heads with their
	pillows.

					ANTHONY
			They're all drunk.

	One guy sits up in bed, his hair pointing every direction of
	the compass, his tongue working as if to wipe a terrible
	taste from his mouth.  As his feet dangle over the side of
	the bunk and one of them touches the floor, a sensation
	reaches his sotted brain; he raises that foot to look at its
	bottom, and finds a new tattoo, on the sole of his foot; he
	blinks as if trying to remember how it got there.

	Danny moves over to him, and dubs him with a name, COMA.

					DANNY
			Hey.  You.  Mr. Coma.

					COMA
			Where's that lizard?

					DANNY
			What lizard?

					COMA
			The one that slept in my mouth last
			night.

					DANNY
			What the hell happened to you guys?

	Coma is one of those drunks who speak as if he's always about
	to burp.

					COMA
			Ever hear of mai-tai's?  Comes in a
			big...pot.  Like...like...

					RED
			A m-missionary?

					COMA
			No, like...

	Coma emits a pukey, toxic burp that has Danny and his buddies
	wincing back from the fumes.

					DANNY
			This is an Air Base?  Where's your squad
			commander?

	The question soaks through to Coma's brain.  His right hand
	points...and his left hand points...in different directions.
	His hands float around in the air until finally both of them
	are indicating the same direction, behind his back.  In the
	bunk beyond Coma's is another drunk pilot in a Hawaiian
	shirt...and to judge by the shapely bronzed leg that
	protrudes from under his damp sheet, there's a woman with him
	too.

	Danny and his buddies are speechless -- except for Red
	Strange.

					RED
			I th-think I'm gonna like it here.

					COMA
			You guys are new?

					DANNY
			Yeah.

					COMA
			Mai-tai's.  I got this to tell ya, about
			mai-tai's.

	Coma's head drifts forward slowly; they think for a moment
	he's looking for something under the bed.  Then he pukes.
	Danny leaps back from the splatter, and marches out of the
	barracks; his friends follow.

	EXT.  PEARL HARBOR - AIRFIELD - DAY

	Danny and his buddies stride up to the airfield.  It's full
	of fighter planes -- and they're all bunched together in
	clusters on the field.  Danny grabs a MECHANIC.

					DANNY
			Hey!  What is this, the planes all
			bunched up like that?

					MECHANIC
			The brass is afraid of sabotage.  This
			makes 'em easier to protect -- and easier
			to service.

					DANNY
			What about easier to hit in an air raid?

					MECHANIC
			Who's gonna to that?  Japan is four
			thousand miles away.  So you guys just
			arrived, huh?

					DANNY
			Yeah.

					MECHANIC
			We got a saying here.  A-low-HA!

	The mechanic walks off.  Danny and the guys are left standing
	on the tarmac.

					DANNY
			Well guys...I reckon there's just one
			thing to do...

	INT.  OAHU BAR - DAY

	Danny and the pilots are in Hawaiian shirts, their party in
	full swing.  A bucket-sized hollowed-out volcano sits in the
	middle of the table, with twelve straws emerging from the
	crater.  It's full of booze -- or was; Danny and the other
	guys are pulling heartily at the straws, and they gurgle as
	the last liquid is sucked dry.

					RED
			More m-mai-tai's!

	Coma is sitting there with them, beside Red.

					COMA
			Absolutely right.

	Everybody's having a ball, the new arrivals fitting right in
	with the others.  Danny's a bit off to himself, lost in his
	own thoughts.  Billy and Anthony are doing the hula to the
	Hawaiian music playing.

					COMA
			No, you guys aren't doing it right.  It's
			in the hands.  They talk story.

	Coma stands and starts demonstrating, explaining the gestures
	of his hula.

					COMA
			Fish swim in ocean... Happy in the Mother
			Sea... Girl, beautiful girl, with big
			jugs, walks into water...waves lapping at
			her thighs...

					ANTHONY
			I never knew those dances were so
			sophisticated.

					COMA
			...Fish nibble at her breasts...

	Coma's really into his dance, his hands over enormous
	imaginary breasts; but as he turns toward the windows --

					COMA
			A more beautiful girl walks by...

	The guys see Evelyn passing on the other side of the street,
	gorgeous in the sunshine.  Coma's hands start squeezing the
	imaginary breasts of his hula.

					BILLY
			Hey, isn't that Evelyn?

	Danny moves up to look.

					DANNY
			Rafe's girl, Evelyn?

					COMA
			You guys know her?!  I gotta have an
			intro!  Man, I'd like to --

	Danny's hand is suddenly around Coma's larynx.

					DANNY
			A friend of mine's in love with her.  So
			you don't even look -- not ever.

	Danny releases him and Coma staggers back to the table to
	nuzzle up to one of the straws of the mai-tai volcano.

	Danny looks out the window again and sees Evelyn's beautiful
	form disappear around the corner, on her way back to the base
	hospital.  Danny moves back to the table, and as two burly
	Hawaiian waiters set another full loaded mai-tai volcano onto
	the center of the table, he picks up a glass and dips it full
	of the potent liquid.  He shouts to the whole room --

					DANNY
			I'm a better pilot than any son-of-a-
			bitch on this island!  So I'm the one to
			say this!  Here's to Rafe McCawley!  A
			better pilot...and a better man...than
			me.

	The other pilots drink up -- from glasses or from straws.

					OTHER PILOTS
			To Rafe.

	Danny drains the whole glass at one chug, and slams it down
	onto the table.  Then he blinks, puts a hand on his stomach,
	and frowns.  Coma recognizes the look.

					COMA
			Uh oh.  Volcanic eruption!

	Danny bends at the waist; his head obscured by the table.

					COMA
			Shit, he's puking on my feet!

					RED
			Well, you p-puked on his feet.

					COMA
			Yeah, but he was wearing shoes!

	INT.  ADMIRAL KIMMEL'S OFFICE - OAHU - DAY

	ADMIRAL KIMMEL is Commander of the American Pacific Fleet.

	Two members of his staff are standing uncomfortably in front
	of him, having delivered a message from the Joint Chiefs of
	Staff.

					ADMIRAL KIMMEL
			...transfer twelve more destroyers to
			Atlantic Fleet, and all the available
			anti-aircraft weaponry?!  Washington has
			gone insane!

	Kimmel's STRATEGIC ANALYST speaks up.

					STRATEGIC ANALYST
			We've done what you ordered, Admiral, and
			war gamed the likely outcome of a
			Japanese attack against each of our major
			bases in the Pacific.  Wake, Guam,
			Midway, the Philippines.  In each case,
			we lose.

					ADMIRAL KIMMEL
			You left out Hawaii.

					STRATEGIC ANALYST
			Pearl Harbor can't be attacked
			effectively from the air.  It's too
			shallow for an aerial torpedo attack.
			Pearl Harbor's safe.  It's everywhere
			else that we're vulnerable.

					ADMIRAL KIMMEL
			Step up surveillance of Japanese
			communications.  They're gonna do
			something somewhere.  I can feel it.

	EXT.  THE SKIES ABOVE OAHU - DAY

	A seaplane takes tourists on an excursion above Pearl Harbor
	and around the island of Oahu.  One Japanese tourist shoots
	pictures rapidly...first of the ships as seen from overhead;
	then he leans to the other side of the plane and shoots
	pictures of the airfield below them.

	EXT.  PEARL HARBOR - DAY

	Another Japanese tourist hikes through the hills above Pearl
	Harbor.  He takes an excellent camera from his picnic basket,
	and shoots pictures.

	CLOSE - THE PICTURES, being carried down a hallway, into --

	INT.  JAPANESE PLANNERS OFFICE - DAY

	The courier places the pictures onto the table in front of
	Yamamoto, Genda, and the other JAPANESE OFFICERS.

					GENDA
			Look at the ships -- all grouped.  Perfect
			targets!

					JAPANESE OFFICER
			And the planes!  They are -- what is that
			American expression?  Sitting geese?

					YAMAMOTO
			Sitting ducks.

					JAPANESE OFFICER
			How can they be so foolish?

					YAMAMOTO
			They think no one would be stupid enough
			to attack them at Pearl Harbor.

					GENDA
			Or perhaps they think no one is capable.
			Look at this...

	He moves to a diagram displayed on the wall -- a simple
	display showing water depth and ship displacement.

					GENDA
			Pearl Harbor's depth of only forty feet
			makes them feel safe.  A torpedo dropped
			from an airplane plunges to one hundred
			feet before it can level off.  That is a
			conventional torpedo.  But we have been
			experimenting.

	From a stand beside his diagram he takes a set of wooden
	fins, attached to a circular metallic band.

					GENDA
			Wooden fins.  We are testing them
			tomorrow.

	EXT.  JAPANESE ISLAND - DAY

	Yamamoto and his planners have flown to a quiet Japanese
	island, sunlit and pleasant.  They are gathered on the shore
	of the island's natural harbor.  Wooden targets -- basically
	huge plank barriers -- are sunk into the water like ships at
	anchor.  A squadron of Japanese planes zooms overhead, taking
	up attack positions.

					GENDA
			We have chosen this place because its
			depth is exactly the same as Pearl
			Harbor's.

	Genda speaks into a field radio.  A lone plane drops out of
	formation and goes into a low-level approach, speeding up and
	dropping its torpedo.

	BELOW THE SURFACE we see the torpedo as it plunges at two
	hundred miles an hour into the sunlit sea.  With the wooden
	fins the torpedo makes a sharp dip and levels off above the
	sea floor.

	ABOVE THE SURFACE the planners see the path of the torpedo;
	it hits the wooden barrier with a satisfying THUNK.  The
	planners are impressed -- but Yamamoto is not satisfied.

					YAMAMOTO
			Uncharged torpedoes have different
			balance.

					GENDA
			I have arranged a live fire drill -- with
			your permission.

	Yamamoto nods; Genda speaks again into his radio, and another
	plane swoops down and drops a torpedo.  Genda holds his hands
	to his ears, causing the others to do the same; even though
	they wonder at the need.

	The torpedo hits the barrier, and the explosion is deafening,
	and of shocking force; the entire barrier is blown to
	toothpicks.

					GENDA
			Of course against a ship the explosion
			will not be dissipated, and will have
			more force.

	The planners, nearly blown off their feet, nod as if they
	knew that all the time.

	INT.  MILITARY BASE - PILOTS' BARRACKS - NIGHT

	The pilots are getting slicked up.

					BILLY
			Are you sure they're here?

					ANTHONY
			If Evelyn's here, the rest are here!

	Red moves up beside him to frown at the mirror.  His hair is
	plastered down and parted, his uniform's immaculate.

					ANTHONY
			Looking good, Red.

					RED
			Shut up.

	Red moves away, to polish his shoes.

					ANTHONY
			What is it with Red?  I've never seen him
			this way.

					BILLY
			He's been like that all day.  Hey Danny,
			you coming?

					DANNY
			Nah, I'm gonna stay here.  Read.

	Anthony and Billy look at each other; Danny's in his bunk,
	and he's not reading, just staring at the ceiling.

	INT.  NURSES' BARRACKS - PEARL HARBOR - NIGHT

	The nurses are primping to go out; Evelyn is in her uniform
	getting ready to go back to work.

					BARBARA
			Now listen, it's hands off Billy.  I
			mean, you can put your hands on him if
			you want to, but then my hands will break
			yours.

					BETTY
			He was that good?

					BARBARA
			No, I was.

	EXT.  NURSES' QUARTERS - OAHU - NIGHT

	Creeping through the vegetation, Red leads Anthony and Billy
	to a spot outside the nurses' barracks; they can see the
	girls through the barracks window.

					BILLY
			Red, Peeping Tom stuff can get us court-
			marshaled.

					RED
			Shhh!

	Anthony and Billy are baffled, even more so when Red strides
	into the open, right outside the nurses' window.

	And then, Red begins to sing.

					RED
				(singing)
			Oh...Betty, Betty, Betty, you're the one
			for me, Betty, Betty, Betty, Betty, can't
			you see...

	Anthony and Billy look at each other, dumbfounded.  The
	nurses move to the open windows.  Red's singing is pretty
	good -- though not that good.  But he doesn't stutter when he
	sings.

					RED
				(singing)
			I'll be yours for eternity, Betty, Betty,
			Betty, Betty, Betty!

	Anthony and Billy are hysterical, trying to keep their
	laughter hidden.  But then they see the effect this is having
	on the women -- especially on Betty.  She's smitten.

	Red repeats the verse, really getting into it; when he
	finishes, Betty runs out and hugs him, as all the nurses
	applaud.  They move off into the darkness, arm and arm.

	The nurses go back to their primping.

	Anthony and Billy are changed men.  Anthony stands up;
	Billy's baffled.  Anthony moves out and starts singing.

					ANTHONY
				(singing)
			Oh Sandra...I like you...love you...

	He's terrible.  The nurses pelt him with hairbrushes,
	curlers, shoes...

	EXT.  BASSINGBORNE AIRFIELD - BRITAIN - DAY

	Coming out of the blustery skies at the end of another deadly
	day, a squadron of Spitfires chirps in for landings.  The
	planes are shot up and battered.

	Rafe is one of the pilots; the fuselage below his cockpit is
	marked with four swastikas, symbols of his victories.  He
	taxis to a stop, and is met by IAN, a Scottish mechanic, who
	is dismayed at the state of the plane.

					IAN
			Leapin' Jesus!

					RAFE
				(climbing down)
			The struts are loose, the hydraulics are
			leaking, and the electrical system's
			shorting out in the cockpit.

					IAN
			Well which of those three ya want fixed?

					RAFE
			All of 'em.

	Rafe starts away, and Ian calls to his back --

					IAN
			If ye'd wanted a bloody Cadillac ya
			should'a stayed in the bloody States!

					RAFE
			And if you don't give me a plane that can
			handle combat, you better start learning
			to speak German.

					IAN
			Fook ya!

					RAFE
			Learn English, then!

					IAN
			Fook ya dooble!

	Rafe moves to the barracks; Ian keeps the fueling hose going,
	and moves to help the armorers reload the guns.

	INT.  BRITISH AIRFIELD BARRACKS - NIGHT

	Rafe falls down onto his cot, exhausted.  The other pilots do
	the same, everybody spent from the day's combat.  Then they
	hear the SIREN.  Rafe's out of his bunk, with the others,
	everybody running.

					BRITISH PILOT
			Bloody Krauts!  Night raid!

	EXT.  BASSINGBORNE AIRFIELD - BRITAIN - NIGHT

	They race across the runway.  Rafe reaches his Spitfire, just
	as Ian is removing the fueling hose.

					IAN
			I have'na been able ta --

					RAFE
			Crank her!

	Ian gives the prop a spin, and the engine roars to life.

					IAN
			God speed ya, laddie.

	EXT.  SKIES OVER THE ENGLISH CHANNEL - NIGHT

	It's dark, but there are breaks in the clouds, giving way to
	patches of light from a full moon.  The squadron of Spitfires
	tightens up for battle.

	Rafe is positioned just right of the squad leader; he sees
	planes breaking out of the dark clouds ahead.

					RAFE
			Here they come.

	The clouds break, revealing a huge attack formation.

					BRITISH SQUAD LEADER
			Alpha group, on the bombers!  Beta group,
			take the fighters!

	They peel off, into action.

	EXT.  THE AIR BATTLE OVER THE CHANNEL - NIGHT

	We stay with Rafe as he and the Squad Leader rush side by
	side at the lead bomber, blasting away with their guns.

	INT.  GERMAN BOMBER - IN THE AIR - NIGHT

	The Spitfires' bullets rip into the pilot and also kill the
	nose gunner; the bomber dips as the copilot struggles to take
	control.

	INT.  RAFE, IN HIS SPITFIRE - NIGHT

	As he streaks past, Rafe sees the bomber wobble in the air.

					RAFE
			We've got him hurt, stay on him!

	Rafe throws his plane into an ultra-tight, high speed turn,
	right between the tails of the leader German group and the
	noses of the second.  His turn is so tight that the plane
	flexes with the g-force.

	Rafe comes out of his turn ahead of the Squad Leader, and
	races back up through the formation of German bombers, moving
	above them where their weapons and armaments are the weakest.
	He stitches a trail of bullets from tail to nose of the
	wounded lead bomber; it begins to smoke.

	The second Spitfire, the Squad Leader's, takes fire from the
	other German bombers, and shears off, heading through the
	smoke of the plane Rafe has on the ropes.

					RAFE
			We've got him going!

	Rafe does a half-loop and half-spin, to bring him around to
	face the bombers again.  This time the g-force of the turn
	pops an oil line inside Rafe's cockpit; hot, pressurized oil
	begins to spray everywhere -- all over Rafe, his controls,
	and worst of all, over the inside of his cockpit glass.

	He wipes at the oil with his hands and that just smears it
	and makes it worse.

	His wingman sees him veering away from the bombers...and sees
	the German fighters moving up to meet him.

					SQUAD LEADER
			McCawley!  Get to the clouds!  Get into
			the clouds!

	RAFE, IN HIS PLANE, is flying blind.

					RAFE
			I can't see the clouds!

	His problems are just beginning; the fluid is dripping down
	onto his cockpit's corroded electrical wiring; the fluid
	causes an arc...a spark...and suddenly a fire is spreading
	through Rafe's plane.

	He grabs his fire extinguisher and triggers a cloud that
	snuffs the fire but fills the entire cockpit with choking
	smoke; between that and the smeared fluid on his glass, he
	can't see a thing.

	And the Messerschmidts are swarming over him.

	Rafe's wingman dives in, raking the German planes as he
	passes.

	Rafe tries to open his cockpit cover to clear the smoke, but
	it's jammed; he pulls out his .45 pistol and BLAM!  BLAM!
	BLAM!  He blows out the glass; the smoke clears enough for
	him to take a breath and try to see.  He fights the stick,
	but the plane won't respond.

	The Messerschmidts rake him again, bullets riddling his
	engine.

					SQUAD LEADER
			Get out of there, McCawley!  Get out of
			there!

	Rafe's plane descends, ever faster, passing through clouds,
	then clear air again.  The Squad Leader tries to chase and
	cover him, but Rafe's dropping fast, and still isn't out of
	the plane as the Germans dive on him again, firing.

	Rafe's Spitfire hits the broken fog over the water -- the
	Squad Leader loses sight of it for a moment -- and then the
	plane hits, splashing and exploding all at once.

	The Squad Leader winces, and ducks into the clouds as he
	reports on his radio...

					SQUAD LEADER
			McCawley down.  No 'chute.

	EXT.  BATTLESHIP WEST VIRGINIA - PEARL HARBOR - DAY

	The sailors have assembled on deck for the ship's heavyweight
	championship fight, a contest made more interesting to the
	sailors because one of the combatants is white and the other
	is black.

	The battle is more toughness than technique.  The guys
	throwing haymakers and shoving each other around the roped
	area, as their shipmates cheer and make wild bets.  The white
	guy digs a punch deep into the black guy's ribs, and the
	black guy slams a double left hook into the white guy's
	belly, making him back up and say --

					WHITE BOXER
			You hit hard -- for a cook.

	The black guy rushes the white guy, only to catch a right
	cross that wobbles his knees and makes him stagger, with a
	fresh cut over his right eye.  The white guy now rushes in,
	and the black guy (his name is DORIE MILLER) throws an upper
	cut that drops his opponent like a sack of rocks.

	The sailors cheer wildly.  Dorie steps back, and rubs his
	glove across his brow.  It's really bleeding now.

	EXT.  MILITARY BASE - DAY

	Evelyn is returning from church with six of her nurse
	friends.  It's very quiet on a Sunday morning, almost nobody
	at the base; they walk along the path.

					BARBARA
			Let's get into civvies and find a bar.

					MARTHA
			Right after church?

					BARBARA
			You've gotta sin some, to get
			forgiveness.  Come with us, Evelyn.  You
			need some sin.

					EVELYN
			I've got to write some requisitions.
			We're undersupplied with morphine.

					BETTY
			Morphine?  We've been here a month and
			nobody's had worse than a sunburn.

	Evelyn smiles softly and walks toward the base hospital.

					BETTY
			I wish she could forget him.

					BARBARA
			You don't forget love, Honey.  Not ever.

	EXT.  HOSPITAL - PEARL HARBOR - DAY

	Evelyn approaches the hospital and finds the black boxer
	peering in the window.  He's in a T-shirt and navy pants.

					EVELYN
			Can I help you, sailor?

	As Dorie turns, she sees the cut on his head, closed only
	with a band-aid; it's dripping blood down his T-shirt.

					DORIE
			'Scuse me, 'Mam.  All the ship's doctors
			is golfing, and I couldn't find nobody to
			look at this.

					EVELYN
			Our doctor's gone too.

					DORIE
			Sorry to trouble you.

					EVELYN
			Wait, let me look at that... You better
			come in here.

	INT.  MILITARY BASE HOSPITAL - DAY

	Miller is sitting on a stool; Evelyn bathes the wound.

					EVELYN
			How'd you get this?

					DORIE
			Boxin'.

					EVELYN
			Win?

					DORIE
			Yes'm.

	He says it without pride.  She puts down the basin.

					EVELYN
			What's your name?

					DORIE
			Dorie Miller, 'Mam.

					EVELYN
			I'm Evelyn.  And I'm just a nurse.  But
			I'm not playing golf, and that cut needs
			sewing, or else it's gonna make a big
			lumpy scar.  Whatta ya say?

	INT.  HOSPITAL - PEARL HARBOR - LATER

	Evelyn clips the ends of her carefully applied stitches;
	Dorie's eyes are rolled up as if he could watch from inside
	his skull.

					EVELYN
			How often you fight like this?

					DORIE
			Every other Sunday.  I'm heavyweight
			champion of the West Virginia.

					EVELYN
			What do you get for winning?

					DORIE
			Respect.

	She hands him a mirror.  He studies her work.

					DORIE
			No doctor would'a give me that good.

	She walks him to the door.

					DORIE
			Thank you, 'Mam.

					EVELYN
			Tell me something, Dorie.  A man as big
			as you -- and smart too, you knew where
			to come when your ship couldn't help --
			do you still have to fight with your
			fists to get respect?

					DORIE
			I left my Mama and joined the Navy to be
			a man.  They made me a cook -- and not
			even that, really -- I clean up after the
			other sailors eat.  I shine the officer's
			shoes.  In two years, they've never even
			let me fire a gun.

	Now Evelyn understands.

					EVELYN
			You take care, Dorie.

					DORIE
			You too, 'Mam.

	EXT.  MILITARY BASE HOSPITAL - SUNSET

	Dorie walks away, down the path between the palm trees.  She
	watches him go, and then is transfixed by someone else
	coming, silhouetted by the light of the setting sun.  She
	can't make out his face, but he's wearing a pilot's dress
	uniform, and coming to her right out of the warm orange
	sunset that she has stared at so many times.  Her heart slams
	against her ribs; she takes a few steps forward.

					EVELYN
			...Rafe...

	She moves toward him, and he draws near her, walking slowly.
	And then she sees his face...

	It's Danny.  His face as sad as death itself.

	And even before he tells her, she knows.

					DANNY
			Lieutenant... I'm Danny Walker.  I'm Rafe
			McCawley's best friend.

					EVELYN
			Were.  Isn't that what you mean?  Were.
			Because he's dead, isn't he?  And that's
			why you've come.

	EXT.  A BENCH - OVERLOOKING PEARL HARBOR - SUNSET

	Evelyn and Danny sit on the bench, with a sweeping view of
	the harbor and the lights winking on all around it as the sun
	settles beyond the horizon.  Evelyn is stoic, numb; Danny is
	the one who is struggling.

					DANNY
			Before Rafe left, he asked me to be the
			one to tell you, if it happened.

					EVELYN
			He told me about you.  That he had no
			other friend like you.

					DANNY
			Rafe's folks had a crop dusting business,
			owned their own planes.  Real straight,
			frugal.  My father was the town drunk.
			Went to sleep one night on the railroad
			tracks and was still there when the Dawn
			Express came along.  Rafe and I were the
			only ones at the funeral.  He took me
			back to his house, and I never left.

					EVELYN
			You were more like brothers.

					DANNY
			I taught him to drink beer.  He taught me
			how to fly.

					EVELYN
			He said you're the only one he ever saw
			who was better in the air than him.

					DANNY
			...He said that?

	Evelyn nods, still staring away from Danny.  This pierces
	Danny; he looks away, struggling not to let the emotions pull
	him completely under.

					DANNY
			Look, uh...Rafe's dad...he wrote me with
			the news, and it took me a couple of days
			to work up the guts to come here and tell
			you.  I'm not as brave as Rafe, or as
			noble.  But if there's anything I can
			ever do to help -- you let me know, okay?

	She stares into the distance.  He stands and puts his hand on
	top of hers, as much for his comfort as for hers.

					DANNY
			I understand why Rafe loved you.  You're
			as strong as he was.

	Since she's still not looking at him, he starts to move away.
	When he reaches the turn in the path, he looks back, and sees
	her figure in the gathering darkness.  She's begun to break
	down; and as he watches, her whole body starts convulsing,
	and she doubles up in shattering grief.

	Danny can't just stand there; he moves back to her, and puts
	a hand on her shoulder.  He sits beside her again, and
	suddenly she turns to him and sobs upon him.  Danny wraps her
	gently in his arms, and then he breaks down, having found the
	first place he can truly grieve.

	EXT.  JAPANESE BOMBING PRACTICE - JAPANESE ISLAND - DAY

	The Japanese have constructed a replica of Pearl Harbor on
	their practice island; erecting new target barriers and
	silhouettes of the various ships anchored at Pearl.  Streams
	of Japanese planes skim overhead in practice bombing runs,
	dropping dummy torpedoes and bombs.  From a control platform
	erected on the beach, Yamamoto and Genda oversee it all.

					YAMAMOTO
			Everything real except the fact that no
			one is shooting back at us.

					GENDA
			If we achieve surprise, they will offer
			little resistance.

					YAMAMOTO
			Set up teams of radio operators to send
			out messages the Americans will
			intercept, concerning every potential
			American target in the Pacific.  Include
			Hawaii -- the clutter will be more
			confusing that way.

					GENDA
			Brilliant, Admiral.

					YAMAMOTO
			A brilliant man would find a way not to
			fight a war.

	He looks out at the planes roaring into his practice harbor
	at top speed...

	INT.  PRESIDENTIAL BEDROOM - NIGHT

	Roosevelt's valet leans over him.

	Roosevelt wakes; beside the valet is a Presidential AIDE.

					AIDE
			Mr. President, we've received a message
			from the Argentinian ambassador to Japan.
			His sources tell him the Japanese are
			assembling their fleet to attack us.

					PRESIDENT ROOSEVELT
			We're picking up warnings for every
			American base in the Pacific.  Does this
			ambassador know the target?

					AIDE
			Not for sure.  But he thinks it's Pearl
			Harbor.

					PRESIDENT ROOSEVELT
			Tell the Pentagon.

	The Aide leaves quickly and Roosevelt starts to get out of
	bed; his valet comes to help him.

					PRESIDENT ROOSEVELT
			No, George, I need the practice, in case
			there's a fire.

	Roosevelt drags himself out of bed, crawling toward the
	bathroom, his powerful arms dragging his lifeless legs.

	INT.  PENTAGON - DAY

	ADMIRALS and other OFFICERS are gathered around a giant map
	of the Pacific.

					ADMIRAL
			The attack seems inevitable.  The
			question is where?  The way to answer
			that question is to ask:  if we were the
			Japanese, how would we do it?

	He nods to a VICE ADMIRAL, who stands over the map.

					VICE ADMIRAL
			Between America and the Far East are the
			sea lanes where the winds and the
			currents make the best route for
			shipping.  Far above is the northern
			route, between Canada and Russia.
			Between these two is something they call
			the Vacant Sea.  If I were the Japs, I'd
			send a task force there.  You could hide
			the entire land mass of Asia in the
			Vacant Sea, and nobody would know.

					ADMIRAL
			So they pop out and attack where?

					VICE ADMIRAL
			That's the problem, Admiral.  They could
			hit anywhere they want.

	Nobody has any solution.

	EXT.  PACIFIC OCEAN - DAY

	A huge Japanese fleet steams toward Hawaii.  It is an awesome
	sight.  Carriers, battleships, destroyers, and entire battle
	group, traveling under complete radio silence, their hulls
	power through the waves.  On the lower decks of the carriers
	are hundreds of planes -- fighters and bombers.

	EXT.  PEARL HARBOR - DAY

	The American ships are lined up at anchor, calm, placid.

	EXT.  BEACH - DAY

	The sailors and soldiers bask in the sun, play volleyball.

	The aircraft carrier Lexington steams past toward the harbor
	entrance.

					VOLLEYBALL PLAYER 1
			Where's the Lexington going?

					VOLLEYBALL PLAYER 2
			Out on maneuvers, like the Enterprise.

	EXT.  GOLF COURSES - OAHU - DAY

	Men in military haircuts -- officers -- stroll the golf
	courses, enjoying themselves.

	INT.  DENTIST'S OFFICE - DAY

	The DENTIST, an ethnic Japanese, is working on a patient with
	his mouth agape.  The DENTIST ASSISTANT intrudes.

					DENTAL ASSISTANT
			Dr. Takanawa, you have a call from Tokyo.

					DENTIST
			Please excuse me.  Just relax.

	Leaving his patient with a mouth full of instruments, the
	Dentist moves to his outer office, which looks directly out
	over Pearl Harbor.  He speaks in Japanese.

					DENTIST
			Takanawa... Yes?...

	He seems confused by the call, but he responds by looking out
	over the harbor, then saying into the receiver --

					DENTIST
			Yes, they are all...no wait, I see the
			big one moving.  The one that's flat on
			top, what do they call it?...

	INT.  SURVEILLANCE BASE - DAY

	Some tired Army Intelligence types -- A LISTENER, a TRACKER,
	and an INTELLIGENCE SUPERVISOR, are sitting at a bank of
	phones.  The LISTENER is a Japanese-American.

					LISTENER
			Here's something, over the line from
			Tokyo.

	He switches on the recording equipment and looks to the
	TRACER, sitting at a battery of equipment.

					TRACER
			It's connected to a local dentist.  His
			office is beside Pearl Harbor.

					INTELLIGENCE SUPERVISOR
			This dentist, is he a spy?

					LISTENER
			Sounds too innocent.  His accent is from
			the old country.  Somebody official-
			sounding calls, he thinks it's
			discourteous not to respond.

	INT.  BARBER SHOP - DAY

	Admiral Kimmel is settling into the barber chair when his
	AIDE enters and nods for the barber to move a few paces away,
	so that he can speak privately.

					AIDE
			Sir, we just had an intelligence
			intercept.  Someone from Tokyo called a
			local dentist whose office looks over
			Pearl.  They wanted to know the exact
			location of the ships.

					ADMIRAL KIMMEL
			Someone from Tokyo asks a dentist how the
			ships are sitting... What are we supposed
			to do about that?

					AIDE
			I...don't know, Sir.  But it just seemed
			significant.

					ADMIRAL KIMMEL
			Have intelligence keep monitoring him.

	The Admiral sinks back into the chair.

	EXT.  MILITARY BASE HOSPITAL - DAY

	A young amateur PHOTOGRAPHER, about 16, wearing a hat with
	"PICTURES OF PARADISE" printed on it's crown is ready to snap
	a shot of Evelyn and her nurse friends having a picnic lunch
	on the lawn outside the hospital.

					PHOTOGRAPHER
			Closer, ladies!  Closer!  Now smile!...
			Great!  Next week I'll show you a print
			and you can order your Pictures of
			Paradise!

	He hustles off.  Betty hands out picnic baskets.

					BETTY
			Barbara, here's yours...and Evelyn, here
			you are.

	Evelyn opens her basket, and finds a lei of Hawaiian flowers
	stuffed in the top.  Betty scoots over and puts the flowers
	around Evelyn's neck.

					BETTY
			It's been a month and you haven't smiled.
			We just want you to know we love you.

	Evelyn's touched -- but before she can react two P-40's zoom
	out of the skies, wings clipping the tops of the palm trees
	as they blast over head.

	INT.  COCKPIT'S OF THE P-40'S - DAY

	Danny and Anthony are the pilots; as they pull up and away,
	they pass over some officers on the golf course, scaring the
	shit out of them as they putt.

	EXT.  MILITARY BASE HOSPITAL - DAY

	The nurses have sprawled to the ground; now even Evelyn is
	smiling.

					BARBARA
			What is it with nurses and pilots?

	EXT.  MILITARY BASE HOSPITAL - PEARL HARBOR - EVENING

	Evelyn walks out of the hospital.  She's still wearing her
	lei.  The sun is going down in a spectacular sunset.

	She stares at the orange glow at the edge of the world.  She
	breathes in the sea air, and tries to breathe out the
	sadness.  The water of the harbor laps close to where she
	stands, the sunset polishing its surface.

	She takes the lei from her neck, plucks a single flower, and
	holds it like the rose Rafe once gave her.  Then she tosses
	the rest of the lei into the ocean and watches it float away,
	as the sun sinks behind the horizon.

	INT.  MILITARY BASE HOSPITAL - NIGHT

	Evelyn finds her purse, and tucks the flower into it.  She's
	alone in the hospital, everyone else has gone; she turns her
	mind toward work, something to lose herself in.

	EXT.  MILITARY BASE - NEAR THE PILOTS' BARRACKS - DAY

	Danny is walking toward the barracks when a COLONEL hopping
	mad, confronts him.

					COLONEL
			You're Walker, right?

					DANNY
			Yes Sir.

					COLONEL
			That was a nice little stunt you pulled,
			buzzing the base.

					DANNY
			You liked that?

					COLONEL
			Oh yeah.  I liked it so much I'm cutting
			you out of the squadron.

					DANNY
			Sir?

					COLONEL
			I don't buy that hot dog shit.  So you
			and your buddies are gonna transfer your
			planes up to Haleiwa.

					DANNY
			Hale-what?

					COLONEL
			You'll love it.  No base, no bars, just
			lots of sun and aircraft maintenance.

					DANNY
			Sir, I --

					COLONEL
			Too late for apologies, Walker.

					DANNY
			I wasn't gonna apologize, Sir.  I was
			just gonna say it was worth it to feel
			like a real pilot again, even if it was
			only for five seconds.

	The Colonel glares at him and stalks away.

	INT.  BASE CANTEEN - NIGHT

	Danny and Evelyn are having coffee at the base canteen.

					DANNY
			How's everything?

					EVELYN
			We got some soldiers in traction from a
			jeep accident, but it's quiet.  Except
			for the occasional fighter plane buzzing
			us.

					DANNY
			That might not have been such a good
			idea.  They're making us fly out of a
			half-paved airfield.  The real punishment
			is that I won't be back to the barracks
			till it's too late for dinner or coffee.
			So I guess it's goodbye for awhile.

					EVELYN
			I was just thinking that war is a series
			of goodbyes.  Do you think that's why
			we're meeting.  To help us say goodbye to
			Rafe?

					DANNY
			I swore not to talk about him tonight,
			but there's all this stuff I think I
			ought to tell you, that he didn't get a
			chance to.  Rafe was...he was lonely.  He
			had such high expectations of himself
			that he always felt empty.  The week he
			met you he told me he felt his heart had
			always lived in winter, and for the first
			time in his life he has seen the spring.

	He's been lost in his own thoughts of Rafe; now he notices
	the tears welling up in her eyes.

					DANNY
			Sorry.

					EVELYN
			He told me he didn't want to leave me
			with regret.  Now that's all I have.

					DANNY
			Hey, have you seen Pearl Harbor at night?

					EVELYN
			Well...sure.

					DANNY
			From the air?

	EXT.  HALEIWA AIR FIELD - NIGHT

	A P-40 takes off from the remote airfield, lit only by the
	full moon.

	INT.  P-40 - NIGHT

	Evelyn sits on Danny's lap, like Rafe sat in his Daddy's lap
	years before.  Danny flies easily, the cockpit open, his arms
	slipped under hers.

	The sky above them is startlingly clear; a billion stars
	dancing around a full moon.

					EVELYN
			So beautiful!

					DANNY
			Hang on.

	He spins the plane in an easy half turn, inverting their
	heads above Pearl Harbor, gorgeous in the moonlight, the
	battleships aglow, the moon reflected in the peaceful water,
	embraced by the island of Oahu.

	EXT.  HALEIWA AIR FIELD - NIGHT

	The P-40 soars easily in and settles to earth.  Danny shuts
	down the engine.  Danny carefully removes the harness around
	her.  She looks overhead.  The stars are still bright above
	them.

					EVELYN
			I didn't realize until tonight that I've
			stopped wanting to live.

	She turns in his lap, and looks at him.  Their eyes connect.
	Tentatively, almost reluctantly, they kiss.

	EXT.  MILITARY BASE HOSPITAL - NIGHT

	The POV of someone moving through the gathering darkness
	approaches the hospital.

	The lights from within the hospital, and the pristine white
	beds beneath those lights, give the place a kind of glow,
	where Evelyn moves alone and beautiful, like a ballerina in a
	giant's jewel box.

	Now we see the shoulders of the figure, from behind, and can
	tell that it is a man in uniform, but at first we can't tell
	who.  He's standing dead still, transfixed in watching Evelyn
	through the windows.

	INT.  BASE HOSPITAL - NIGHT

	Evelyn moves to her desk, and sits down.  She looks at the
	calender turning back to October, where she wrote on the
	square of October 22, "Order supplies" -- she counts the
	weeks from then to today, December 6.

	EXT.  MILITARY BASE HOSPITAL - NIGHT

	We see the full figure of the man watching her.  And now we
	see his face.  It is Rafe.

	His left hand is bandaged, but he is very much alive --
	though seeing Evelyn has taken his breath, and even seems to
	have robbed him of the power to move.  His eyes pick up every
	detail of her -- her face...her hands.

	And as Rafe watches Evelyn, he has the SUDDEN JOLTS OF
	SUBLIMINAL FLASHBACKS...punctuated by fragments of the letter
	she wrote to him, and INTERCUT with Rafe in the present,
	watching Evelyn.

					EVELYN'S VOICE
			Dearest Rafe --

	IN SUBLIMINAL FLASHBACK, RAFE'S SPITFIRE, crippled and
	trailing smoke, passing through a patch of cloud as Rafe
	hurls himself from the cockpit and jerks the ripcord of his
	chute.

	IN THE PRESENT...Rafe's face winces with the memory, and he
	rivets his eyes on Evelyn, as if to force himself to know
	that this moment is real.

	SUBLIMINAL FLASHBACK...RAFE LANDS IN THE WATER, and the shock
	of its coldness travels up his body faster than his body
	sinks into the water.  He's cloaked in the fog; his
	parachute, pushed by the wind, is pulling him along face
	down.  He fights with the straps, flips himself over, and
	pulls the release...

	But he's still in desperate trouble; in his flying clothes,
	his heavy leather jacket soaking with sea-water, he's going
	down; his body sinks beneath the surface...

					EVELYN'S VOICE
			...Every sunset...

	IN THE PRESENT, Rafe's chest trembles... Is it from the
	memory of the frozen water, from the emotion of seeing Evelyn
	again -- or both?

	SUBLIMINAL FLASHBACKS -- Below the surface of the North Sea,
	Rafe's body drifts, but he fights his way back up...he kicks
	off his shoes, sheds the jacket, strips off his pants and
	starts tying the cuffs into knots.

	Then, in a CUT, he is floating in the water, his pants turned
	into a makeshift life preserver, his body shaking
	convulsively from the cold.

	Then in another CUT we see him after he's been in the water
	for so long that his body no longer trembles; he's lost
	consciousness.  He has no strength, no will to live... His
	face settles into the water...his body slips from his
	preserver, and drifts beneath the surface...

					EVELYN'S VOICE
			...gather it's heat into my heart, and
			send it to you...

	IN FLASHBACK, Rafe beneath the surface... His eyes come open.
	From his POV beneath the water, he sees something above the
	surface.  It's only in his mind, but that makes it no less
	real...an orange glow, the warmth of the sunset, and her face
	above the surface... His limbs come to life, and he fights
	his way up, breaking the surface.  The whole sea around him
	is dark and empty, but he grabs his makeshift preserver and
	holds on for dear life...and for Evelyn.

	IN THE PRESENT Rafe stares through the window, at Evelyn, but
	he can't go in.  He backs away from the window.

	INT.  PILOT'S BARRACKS - NIGHT

	A Japanese-American MESSAGE BOY parks his motorbike outside
	and enters the barracks.

					MESSAGE BOY
			Daniel Walker?...

	Danny rises from his bunk and accepts the telegram.  As the
	message boy leaves, Danny reads... The news he learns stuns
	him...

	EXT.  BENCH - OUTSIDE THE HOSPITAL - NIGHT

	Rafe is still lost in thought.  He hears steps running up --
	and sees Danny -- who spots him at the same moment.

					DANNY
			Rafe!

	INT.  MILITARY BASE HOSPITAL - NIGHT

	Evelyn puts away the calender.

	EXT.  MILITARY BASE HOSPITAL - NIGHT

	Rafe is sitting at the bench, his head down.

	ANGLE - Evelyn on the path; she sees someone on the bench,
	his form hauntingly familiar.  He hears her, and looks up.
	It's Rafe.

	From Evelyn's POV, the whole world spins.  She faints.

	Rafe jumps to catch her before she slams to the ground.  He
	gathers her into his arms, and she looks up into his face.
	He's real, very real.

					RAFE
			Evelyn.

	She's trembling, shaking.  He lifts her to her feet, and
	moves her to the bench.

					RAFE
			I sent telegrams, I guess the military
			traffic held them up.

					EVELYN
			Why were you sitting here, instead of...

					RAFE
			I saw you, I couldn't go in, I...just
			stood there wondering if you knew.  You
			looked...sad, and I had to sit down a
			minute.

					EVELYN
			How did you?...

					RAFE
			...Survive?  I jumped in a patch of fog,
			and nobody could see me.  I hit the water
			hard.  And it was so...cold.

	He looks toward the horizon, when the last light of day fades
	to black.  There's something he thinks about saying, and
	doesn't.  Then...

					RAFE
			I don't know how long I was in the water.
			A Norwegian freighter picked me up.  They
			were headed to Spain.  They docked in La
			Rota, right beside a German ship, and
			told me to stay hidden below.  I was
			afraid they'd turn me in, so I stole some
			clothes, jumped ship, and found a church,
			where the priest contacted the
			resistance, and got me on a freighter to
			New York.

	He looks at her, then looks down again.

					RAFE
			I called my folks, then Colonel
			Doolittle.  The Colonel sent a man to
			pick me up.  They wanted to debrief me.
			I told the Colonel I needed to see
			somebody first, and he had a supply
			flight heading out in an hour.
				(beat)
			I've done a lot of talking.  You haven't
			said anything.

					EVELYN
			I'm just...so amazed, so glad to know
			that you're okay.  You are okay, aren't
			you?

					RAFE
			Nothing that won't heal.  I guess.

	At these words, she looks at him for a long, long moment.

					EVELYN
			It's been...so different, being so sure
			you were dead.

					RAFE
			I'm so sorry for what you must've gone
			through, but I'm back.

	He sees the troubled look on her face.

					RAFE
			Maybe I've assumed too much.  Has
			something changed?
				(beat)
			I'm afraid to ask what.  And I'm afraid
			not to.
				(beat)
			Have you fallen in love?

	She nods; she can't even say it.  Rafe's dying inside.

					RAFE
			It's all right.  Danny always said I see
			things with my emotions instead of my
			eyes.

					EVELYN
			It's not your fault, Rafe.  The letter I
			wrote you, they --

					RAFE
			Don't worry about that.  Guys away from
			home, lonely, good-hearted women try to
			cheer them up.

					EVELYN
			It's not that I didn't mean everything I
			wrote.  It's just that -- I thought you
			were dead.  And now --

	Danny runs up, through the darkness.

					DANNY
			You're alive!

	Rafe and Danny stare at each other; Danny hesitates, looking
	from Rafe to Evelyn, wondering what they've said.  Then Rafe
	looks at Evelyn, and picks up the look on her face.  In that
	moment he puts it all together.

					RAFE
			Aw, God.  Oh my God.

	Danny's speechless, and for a moment Evelyn is too.

					EVELYN
			Rafe --

	He puts up a hand, to silence her, and walks away suddenly.
	Evelyn and Danny are left frozen.

	EXT.  SHORE OF PEARL HARBOR - NIGHT

	Rafe stares out at the harbor, seeing nothing.  As he stands
	there alone and shattered, he has one more

	SUBLIMINAL FLASHBACK

	Rafe is in the water of the North Sea; he seems dead, but his
	makeshift preserver is keeping his face above the surface.
	Something slides through the water and stops beside him; it's
	a dinghy, and behind it is a trawler.

	Hands grab Rafe and drag him onto the dinghy...

	In a QUICK CUT, Rafe's body is laid out on the deck of the
	trawler.  The crewmen think he's dead.  His body is stiff,
	his lips white; and they say so, in Norwegian...

	But one of the other crewmen notices a quiver in his eyelid,
	then quickly covers Rafe with his on wool peacoat and presses
	back an eyelid to see his pupils.  Rafe's white lips move.
	The crewmen realize he's trying to say something.

	And Rafe does utter something, barely audible; something the
	Norwegian crewmen don't understand.

					RAFE
			Evelyn...

	IN THE PRESENT Rafe struggles to bury that memory so far that
	he'll never feel it again.

	EXT.  NURSES' QUARTERS - NIGHT

	Danny escorts Evelyn back to her quarters.

					DANNY
			Don't worry.  I'll find him.

	He hugs her; their embrace earnest yet tingled with guilt,
	and Danny leave quickly.  Betty steps out of the nurses'
	quarters and hands Evelyn a telegram.

					BETTY
			This came while you were gone.

	Evelyn knows it's the telegram from Rafe, to tell her he's
	alive.  Without opening it, she begins to cry, and hurries
	away from the barracks so the other nurses won't see.

	EXT.  HICKAM FIELD - NIGHT

	Danny crosses the tarmac toward the clustered P-40's.  He
	spots what he's looking for.  Sitting in the cockpit of one
	of the P-40's is Rafe.  Rafe won't look at him.  Danny climbs
	up on the wing, and sits down there.

					DANNY
			You'd always go sit in a plane whenever
			you were upset.

					RAFE
			Upset?  Why should I be upset?

					DANNY
			Let's go get a drink.  Unless you're
			scared to talk about it.

	CLOSE - A Mai-Tai volcano clunks onto a table.

	INT.  FUNKY OAHU BAR - DAY

					DANNY
			Drink up.  Then we'll talk.

	Rafe takes the challenge, and takes a long pull on one of the
	straws.  Red, Anthony, Billy, and several others enter the
	bar.

					ANTHONY
			Rafe?!

	They rush the table...

	INT.  FUNKY OAHU BAR - LATER

	They're all drinking, and the whole bar is rocking.  Rafe
	uses glasses to show his buddies tactics.

					RAFE
			They'll go under you because their planes
			are faster, then they run so you can't
			catch 'em.  But then they'll come around
			and take you from behind -- like some
			Americans will.

	The last words bring the group to silence.  The other guys
	drift away, to give them room.

					RAFE
			Sorry.

					DANNY
			Why be sorry?  That's what you feel, it's
			better to come out with it.

					RAFE
			I didn't mean it.

					DANNY
			Sure you did.  So come on.  Say what you
			think.

					RAFE
			Waitress!  Four beers!

					DANNY
			You don't wanna put beer over mai-tai.

					RAFE
			If you can't keep up, don't drink yours.

	The waitress delivers four bottles to the table.  Rafe takes
	a slow sip, then stares at Danny.

					RAFE
			We gotta face some facts here.

					DANNY
			What facts are those?

					RAFE
			I understand how it could happen.  I know
			why any guy would love her.  And I can't
			blame you that it happened.  You thought
			I was dead, she was grieving, you were
			trying to help her.

					DANNY
			I was grieving too.

					RAFE
			Yeah, right.  Anyway, you didn't know.

					DANNY
			So what are you saying?

					RAFE
			I'm saying now you do know.  So it's time
			for you to fuck off.

					DANNY
			You left her.  How's that for a fact?

					RAFE
			How's this for a fact?  I loved her
			first.

	Danny takes a long pull of beer, and Rafe does the same.

					DANNY
			You know, you're a lousy drinker.
			Drinking's supposed to make men feel
			bigger.  It only makes you stupid.  And
			weak.

	Rafe nods thoughtfully, and sets down his beer.

					RAFE
			How's this?

	BAM!  He knocks Danny out of the chair, flat on his ass.
	Danny backhands the blood from the corner of his mouth.

					DANNY
			You want it, you got it.

	He kicks Rafe in the back of the knee, then mule kicks him in
	the chest as he goes down, and the fight is on.

	The bar's bouncer, a big Samoan, moves over to break them up
	-- but Anthony steps in his way.

					ANTHONY
			Let 'em fight, they need it.

	The bouncer tosses Anthony aside, but before he can move in
	to interrupt the fight, Red breaks a lava volcano of Mai-Tai
	over the bouncer's skull.  The bartender picks up the phone
	to call the M.P.'s.

	Rafe and Danny are exchanging punches in the middle of the
	room.  Sailors sitting at the bar have swung around on their
	stools to watch the action.  The other pilots are wincing
	with the punches their friends exchange, and bobbing and
	weaving as if in the fight themselves.  A SAILOR tapes Billy.

					SAILOR
			Is this a private fight or can anybody
			jump in?

	Billy hits him.  The whole bar erupts.

	Rafe and Danny are really having at it, fueled by so much
	emotion that nothing hurts.  They're on the floor now, trying
	to rip each other apart.  They struggle to their feet and
	Rafe manages to knee Danny in the balls.  Danny doubles over
	in pain.

					RAFE
			That hurt?  I didn't think you had any
			balls.

	Without looking up, Danny lunges at Rafe, tackling him around
	the waist, driving him at the wall.

	But they don't hit the wall; they tumble through the back
	window of the bar -- not covered in glass, but fronds and
	wood -- and out into the back alley.

	They're lying there in the debris when they see the M.P.
	jeeps coming.  They drag each other to their feet, and run
	away.

	EXT.  PACIFIC OCEAN - NIGHT

	The Japanese task force rumbles through the night, the bows
	of the great ships blasting through the crashing waves.

	INT.  AIRCRAFT CARRIER AKAGI - NIGHT

	Yamamoto's flagship.  The clock reaches midnight, and a
	sailor tears off it's calender.  It's December 7, 1941.

					YAMAMOTO
			The submarines will be reaching the
			harbor soon.  I hope they don't set off
			the alarm too soon.

	EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

	An American destroyer, the SELFRIDGE, leads a squadron of
	destroyers on patrol, near the entrance of Pearl Harbor.
	LOOKOUTS on the bridge think they spot something.

	INT.  CONTROL ROOM - DESTROYER SELFRIDGE - NIGHT

	The WATCH OFFICER listens to a report on his headset and
	turns to the CAPTAIN.

					WATCH OFFICER
			Captain, lookouts report a sighting, two
			points off the starboard beam.

	The sonar operator looks up and nods.

					SELFRIDGE CAPTAIN
			How big?

					SONAR OPERATOR
			...I've lost it.

					SELFRIDGE CAPTAIN
			Probably a blackfish.  I've seen them
			look like subs.

	EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

	Another destroyer, the RALPH TALBOT, cruises behind the
	Selfridge.  On it's bridge, the DUTY OFFICER speaks to the
	CAPTAIN.

					DUTY OFFICER
			Sir, Selfridge reports a contact, then
			lost it.  Now our sonar reports the
			contact.

	The Captain looks toward the Selfridge, then trains his
	binoculars on the water were the Duty Officer points.  He
	sees something dark and black slipping along beneath the
	surface.  He gets onto his intercom.

					CAPTAIN OF THE RALPH TALBOT
			Radio room!  Raise the Selfridge.  Tell
			the Squadron Commander we have spotted a
			sub and request permission to depth
			charge.

	He looks again at the black shape, passing a few hundred
	yards from them.

					CAPTAIN OF THE RALPH TALBOT
			We're five miles from Pearl Harbor and
			it's moving in from the open sea.
			Prepare to move to attack speed.

	The INTERCOM comes alive.

					INTERCOM
			Sir, the Squadron Commander on Selfridge
			denies permission.

					CAPTAIN OF THE RALPH TALBOT
			What?

					INTERCOM
			Denies, Sir.  He says it's a blackfish.

	The Captain chokes back his frustration and shuts down the
	intercom -- but then he says to the Duty Officer, as they
	watch the shape disappear toward Pearl Harbor...

					CAPTAIN OF THE RALPH TALBOT
			If it's a blackfish, it has a motorboat
			up it's ass!

	EXT.  OAHU - ROAD - NIGHT

	Danny has pulled his Buick convertible off the road; Rafe is
	bent over, his head out of frame; he's throwing up.  Danny's
	banged up from the fight and still drunk himself; he waits
	beside Rafe, who chokes out between heaves --

					RAFE
			How come you're not pukin'?

					DANNY
			I guess I'm used to it.  I've felt like
			throwing up every minute since you got
			back.

	Rafe straightens up, but the waves of sickness come back over
	him and he bends over again.  Danny looks at his friend, and
	the pain is written on Danny's face.

					DANNY
			Don't blame her, Rafe.  It's not like
			you're thinking.

					RAFE
				(between heaves)
			Fuck you.

					DANNY
			She loves you.  I know that.  And part of
			what she loves in me is how much of you
			she sees in me.

	Rafe doesn't seem to be listening; but Danny knows he is.

					DANNY
			We were both torn up.  I started dropping
			by to see her, because we understood what
			each other felt.  We'd have coffee and
			try not to talk about you, but we always
			would.

	Rafe stands to face Danny; this is hard for Danny to say.

					DANNY
			She said I was so much like you.  I said,
			No, I'm not.  I'm like I am because of
			you, but I'm not you, not as good as you.
			Everybody else saw me as a loser with a
			big chip on his shoulder.  But you saw
			the better part of me, the part of me
			that could be like you, and changed me.
			You made me who I am.

					RAFE
			How sweet.  Is that when you put the move
			on her?

	Danny slams his fist into Rafe's sick gut.  Rafe doubles over
	again, coughing, nothing left in his belly to come up.

	Rafe stand slowly, nodding as if he knows the punch was what
	he deserved.  Danny's about to apologize when once more Rafe
	knees him in the balls.

	Danny folds up, drops to his knees, and starts to retch.

					RAFE
			That's better.

	Rafe crawls into the back seat of the car and passes out,
	Danny still collapsed at the side of the road.

	EXT.  PACIFIC - NIGHT

	The Japanese task force storms on.

	INT.  JAPANESE AIRCRAFT CARRIERS - NIGHT

	IN THE PREP DECKS, the planes are being armed with bombs and
	torpedoes.

	IN THE PILOTS' QUARTERS, the pilots individually sit before
	personal shrines, saying private prayers, writing letters.

	EXT.  JAPANESE CARRIERS - FLIGHT DECKS - NIGHT

	The planes are brought up on the elevators; deck crewmen
	start rolling them into position.

	EXT.  UNDER THE SURFACE OF THE PACIFIC - NIGHT

	A Japanese submarine with a midget sub attached to its hull
	runs silently toward Pearl Harbor.

	EXT.  OCEAN SURFACE - NIGHT

	The periscope of the submarine breaks the surface.

	INT.  JAPANESE SUB - NIGHT

	The sub commander looks through the periscope and sees the
	lights of Oahu far in the distance.

					SUB COMMANDER
			Prepare to launch midget sub.

	INT.  BUNK AREA OF SUB, BETWEEN TORPEDOES - NIGHT

	The sailor who will drive the midget sub completes his
	ceremonial sponge bath, and places a handwritten letter on
	his personal shrine.

					SAILOR'S VOICE (LETTER)
			My revered father, I go now to fulfill my
			mission and my destiny.

	INT.  THE LAUNCH OF THE MIDGET SUB - NIGHT

	We see the sub surface, and the sailor exit the main hatch of
	the big sub, then force himself through the tiny hatch of the
	midget sub.

					SAILOR'S VOICE (LETTER)
			I hope it is a destiny that will bring
			honor to our family, and if it requires
			my life I will sacrifice it gladly, if
			you can think of me and my hope to be a
			good servant of our nation, and a worthy
			son.  With love and devotion, Kazuyoshi.

	EXT.  FLIGHT DECK, JAPANESE CARRIER - NIGHT

	A single scout plane launches into the air.

	INT.  SCOUT PLANE - NIGHT

	The plane climbs to a high altitude, toward the dawn and
	Pearl Harbor.

	EXT.  PACIFIC OCEAN - NIGHT

	The Japanese carriers turn into the wind and raise combat
	pennants.  A color guard raises the Japanese flag as the deck
	crew stand at attention, seeing the rising-sun flag snap
	potently in the wind.

	EXT.  JAPANESE AIRCRAFT CARRIERS - NIGHT

	The first wave of Japanese planes begins to launch.  It is a
	stirring sight for the Japanese; the pilots waiting in their
	cockpits, the officers watching from the bridge, the seamen
	on the flight deck.

	The first plane taxis along the flight deck and lifts into
	the sky.  The seamen cheer and wave their caps.

	EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

	The American destroyer WARD cuts through the water, moving
	back into port after a night patrol.  It's CAPTAIN is on the
	bridge, and its lookouts are still scanning the waters.

					LOOKOUT
			Captain, do you see that, in our wake?

	The Captain raises his binoculars and looks out behind the
	ship.  He sees something small and black there.

					CAPTAIN OF THE WARD
			That's a conning tower.

					OFFICER
			Could it be one of ours?

					CAPTAIN OF THE WARD
			He's trying to follow us through the sub
			nets, into the harbor.  Sink the son of a
			bitch.

	EXT.  DECK OF THE DESTROYER WARD - NIGHT

	The deck gun barks, aimed toward the conning tower of the
	Japanese sub in the distance.  The first shot sails directly
	over the tower, missing.

	INT.  THE SUB'S CONTROL ROOM - NIGHT

	The Japanese sub commander sees, through his periscope, the
	flame erupt on the Ward's deck; he's being fired upon.  He
	snaps orders --

					JAPANESE SUB CAPTAIN
			Dive!  Dive!

	EXT.  THE DECK OF THE WARD - NIGHT

	The gunners snap in another shell and fire again.  It's a
	direct hit, the sub is ripped apart, it rolls over.

	INT.  WARD'S BRIDGE - NIGHT

	The Captain watches the sub sinking and snaps an order.

					CAPTAIN OF THE WARD
			Fleet command, from destroyer Ward.  Have
			fired upon and sunk enemy submarine
			seeking to enter Pearl Harbor.

	EXT.  ESTABLISHING - RADAR STATION - PEARL HARBOR - DAWN

	INT.  RADAR STATION - PEARL HARBOR - DAWN

	There are two guys left in the room, yawning over their new
	radar equipment.  The Officer, ELLIS, checks his watch; it's
	a few minutes after seven a.m.

					ELLIS
			Time to shut her down.  That was a good
			first session.  You'll get the hang of
			this new radar soon.

					PRIVATE
			Thank you, Sir.  Hey...what's this?

	His screen shows a huge cloud of blips, heading toward them.

					ELLIS
			I've never seen anything like that
			before.

	He gets on the telephone.

	INT.  ARMY HEADQUARTERS - DAWN

	The phone rings and an officer answers.

					OFFICER
			Watch command... Coming from which
			direction?... Hold on.

	He covers the phone and tells his commander --

					OFFICER
			Radar station has picked up a cloud of
			blips, coming in from the northeast.

	He switches on the radio, and tunes it to KGMB; hearing the
	Hawaiian music reassures him something...

					COMMANDER
			KGMB is on early.  That means we've got a
			flight of B-17's coming in from the
			mainland, they use the radio music for a
			homing beacon.

	INT.  RADAR STATION - PEARL HARBOR - DAWN

	Dismayed, Ellis listens to the response from the
	headquarters.

					ELLIS
			All right, Sir.
				(he hangs up)
			They say don't worry about it.

	He and the private look again at the cloud of blips --
	growing ever larger, and moving in fast.

	EXT.  THE SKIES ABOVE THE PACIFIC - DAY

	The Japanese formations are streaking through the sky.

	INT.  THE COCKPITS - DAY

	The Japanese bombers, with three-man crews, are listening to
	the Hawaiian music of the radio station, using it for their
	homing beacon.  They look out and see the sunrise -- it's
	beautiful, and resembles the Japanese flag.

	EXT.  SKIES ABOVE PEARL HARBOR - DAWN

	The Japanese scout plane is high in the air.  It radios --

					SCOUT PLANE PILOT
			Harbor quiet.  Ships in place.  Carriers
			gone.

	INT.  BRIDGE OF YAMAMOTO'S CARRIER - DAY

	Yamamoto is handed this message.

					YAMAMOTO
			We have achieved surprise, but their
			carriers are not in port.  I don't like
			this.

					GENDA
			We have a fighter screen up, in case we
			are attacked, Admiral.

					YAMAMOTO
			We must go ahead.  This is our moment.

	INT.  ADMIRAL KIMMEL'S HOME - DAY

	The Admiral, dressed in his golf clothes, is leaving his home
	when a naval LIEUTENANT appears at his door.

					LIEUTENANT
			Admiral, one of our destroyers reports
			sinking a sub on its way into Pearl.

					ADMIRAL KIMMEL
			Relay that to Washington...and cancel my
			golf game.

	INT.  ADMIRAL KIMMEL'S OFFICE - OAHU - DAY

	Kimmel enters his office, and is handed the latest
	dispatches.

					ADMIRAL KIMMEL
			Any response from Washington?

					KIMMEL'S AIDE
			Nothing, Sir.

	EXT.  WESTERN UNION OFFICE - PEARL HARBOR - DAY

	A telegram, addressed to Admiral Kimmel, lands in the
	regular, not urgent, dispatch box.  The messenger handles it
	promptly, hopping on his motorbike to deliver it.

	EXT.  SKIES ABOVE THE PACIFIC - DAY

	The Japanese planes increase throttle and nose down, diving
	toward the surface, hurtling into attack mode.

	EXT.  PEARL HARBOR - DAY

	The harbor lies quiet.  It's a sleepy Sunday morning.
	Children are playing, officers are stepping from their houses
	in their shorts to get the morning paper...

	EXT.  MOUNTAINSIDE - OAHU - DAY

	Hawaiian Boy Scouts are hiking on a side of one of the
	mountains overlooking Pearl.

	Suddenly booming over the mountain, barely ten feet above the
	summit, comes a stream of planes.

	The boys are awed.  What is this?

	EXT.  PEARL HARBOR - DAY

	QUICK INTERCUTS - Between the approach of the Japanese
	planes, and sleepy Pearl Harbor...

	-- The planes, in formation, their propellers spinning, their
	   engines throbbing...

	-- Pearl Harbor, with the ships silent, their engines cold,
	   their anchors steady on the harbor bottom.

	-- The Japanese submarines heading in.

	-- The American destroyers docking, instead of going out to
	   search for them.

	-- Another formation of Japanese bombers climbing high, into
	   attack position.

	-- The Japanese torpedo planes dropping down to the level of
	   the ocean, their engines beginning to scream.

	-- The American planes bunched on the airfields.

	-- ON THE JAPANESE CARRIERS, Yamamoto and his staff huddle
	   tensely, over their battle maps.

	ON THE JAPANESE CARRIER DECKS, the second wave of planes is
	being brought up and loaded with munitions...the Japanese
	flag snaps tautly in the wind...

	ON THE GOLD COURSE NEAR PEARL HARBOR, American officers are
	laughing on the putting green near the club house, where the
	American flag droops from the flag pole, limply at peace.

	-- The Japanese planes roaring down just over the wave tops
	   of Pearl Harbor itself.

	-- Children playing in the early morning sun, looking up as
	   they see the planes flash by.  The children look --
	   they've never seen this many, flying this low...but they
	   are not alarmed, only curious.

	The images come faster and faster, the collision of Japan's
	determination and American's innocence...

	EXT.  DECK OF OKLAHOMA - DAY

	Two sailors are standing on the deck, sharing a smoke,
	looking out over the quiet harbor.  One of them sees the
	first few planes streaking in.

					SAILOR 1
			Look at that.

					SAILOR 2
			It's the Army again, practicing on us.

	Something drops from the lead plane and splashes easily into
	the water; the plane banks away.

					SAILOR 2
			Practice torpedoes.

	A white streak runs through the water at them.

					SAILOR 2
			Now listen, you'll hear a little thud
			when it hits the side of the ship.

	They watch it rush at them...then, a MASSIVE EXPLOSION!  It
	throws up a fifty foot wall of water, hurling the sailors and
	everything else on the deck into the sea.

	EXT.  THE ATTACK ON PEARL HARBOR - DAY

	-- The first wave of planes drop more torpedoes; they plunge
	   BENEATH THE SURFACE, their wooden fins working perfectly,
	   the torpedoes speeding to their targets...

	We see their AWESOME BLASTS against the anchored ships as the
	torpedoes hit home.

	-- The Japanese LOW ALTITUDE BOMBERS come in; some drop their
	   bombs directly into the ships; some skip their bombs
	   across the water, the bombs glancing off the surface and
	   then slamming the sides of battleships with tremendous
	   explosions.

	-- INSIDE THE SHIPS, sleeping sailors are thrown from their
	   bunks; those already awakened run for their battle
	   stations, and try to make it up to the deck; but there's
	   no escape there, as...

	-- Zero fighter planes strafe the ships, raking the decks and
	   killing sailors with MACHINE GUN FIRE.

	EXT.  ON THE AMERICAN SHIPS - DAY

	Fire and smoke are turning everything into chaos.  some
	sailors rush to man the guns, they find the ammo boxes
	locked.

	Under the bombing and strafing, they find a wrench and start
	pounding on the lock, trying to break open the ammo box.
	Then they break open the lock -- and find the ammo box empty.

					SAILOR
			Shit!  I'll get some ammo!

	He runs for the ladders, and is shot down before he gets
	there.

	EXT.  SKIES OVER PEARL HARBOR - DAY

	The dive bombers scream in.

	EXT.  DECK OF THE WEST VIRGINIA - DAY

	Bombs are hitting the deck.  Sailors are blown into the air
	and out into the oily water.  Nearby ships are catching fire;
	the flames spread out onto the oily water itself.

	INT.  BELOW DECKS OF THE WEST VIRGINIA - DAY

	Dorie Miller, the boxing champion/kitchen helper, is working
	picking up the breakfast trays when he feels the ship
	shudder.  The intercom comes alive --

					INTERCOM
			Battle stations!  Battle stations!  This
			is not a drill!

	Men run to the ladders, and the shaking of the ship from a
	bomb blast tosses them off; Dorie's at the foot of the ladder
	when men fall back on top of him.

	EXT.  BRIDGE OF WEST VIRGINIA - DAY

	The Captain of the ship has reached the command bridge, where
	most of his staff is lying wounded from a bomb blast.

					CAPTAIN OF THE WEST VIRGINIA
			Stay calm!  Find your positions.  Medics,
			get the wounded to sick bay!  Load and --

	MORE TORPEDOES and BOMBS blast into the ship.  A big chunk of
	shrapnel tears into the Captain and rips his stomach open.
	The medics he was just directing to other men now run to him,
	as the men they were going to help have been blown apart.

	EXT.  DECK OF THE WEST VIRGINIA - DAY

	Sailors run up from below and are gunned down and blasted
	down before they can reach their weapons.

	Dorie Miller emerges from below decks and sees the carnage,
	the confusion.  A bloody OFFICER grabs him.

					BLOODY OFFICER
			Boy!  We need stretcher bearers on the
			bridge!

	Dorie runs into the fire and smoke, toward the bridge.

	EXT.  BRIDGE OF THE WEST VIRGINIA - DAY

	Dorie arrives to see the medics crouched over the
	disemboweled Captain, who is still giving orders.

					CAPTAIN OF THE WEST VIRGINIA
			Radio for air cover.  Organize the other
			medics.  Initiate fire control.

	Dorie helps the medic lift the Captain to take him below.

	INT.  BELOW DECKS OF THE WEST VIRGINIA - DAY

	Dorie carries the Captain down the ladder by himself, using
	one arm to climb and one to hold the Captain like a child's
	teddy bear.  When they reach the bottom the pain has grown
	too much for the Captain; he know's he's dying.

					CAPTAIN OF THE WEST VIRGINIA
			Put me down here.

	Dorie puts him down; the medic jumps down the ladder and
	reaches the Captain, who tells him --

					CAPTAIN OF THE WEST VIRGINIA
			Find my executive officer and tell him
			he's in command.  Tell him to fire the
			boilers and...

	He trembles in death throes...

					CAPTAIN OF THE WEST VIRGINIA
			Make sure the gunners have enough
			ammuni --

	He's dead.  The Medic runs toward the ladder, reaches the
	hatch, and is blasted back to the bottom by an explosion
	overhead.

	Dorie runs for the ladder, and climbs out into hell.

	EXT.  DECK OF THE WEST VIRGINIA - DAY

	Dorie emerges into even greater carnage and confusion.  A
	sailor, his body on fire, runs past and leaps into the oily
	water -- but it is in flames too.

	Then Dorie sees it:  an unmanned anti-aircraft gun.  He runs
	to it, through the strafing.

	The gun already has a belt of ammo in it -- apparently loaded
	by the gunner who lies beside it with his chest shot open.
	Dorie swings the business end of the gun toward the Zeros
	coming in out of the smoke, and he begins to fire.

	The Zeros keep coming and he keeps firing; nothing on earth
	will knock him from that gun.

	INT.  NURSES' BARRACKS - DAY

	Evelyn is up, dressed; her roommates are just stirring.

	EXT.  NURSES' QUARTERS - OAHU - DAY

	Evelyn has stepped to the door when she hears a distant
	rumble and looks across the harbor to see smoke rising, ships
	taking hits.

					EVELYN
			Oh my God... EVERYBODY TO THE HOSPITAL!

	As she runs, Japanese planes are coming toward the base.

	EXT.  THE MESS HALL AT HICKAM FIELD - DAY

	The men were sitting down to breakfast, but the machine gun
	bullets tearing up the outer walls have them clogging the
	doors, and it's so clogged they can't all get out.

	A steel bomb crashes through the roof and slams through the
	room, taking out tables and chairs before bouncing off the
	wall and coming to a stop.

	TWO SOLDIERS, trapped within the mess hall, see it stop
	without detonating.  They are bug-eyed, hearts stopped.

					MESS HALL SOLDIER
			Dud.

	The bomb detonated, blowing everything to bloody dust.

	INT.  HOSPITAL - DAY

	Evelyn reaches the hospital first and runs to the cabinet,
	withdrawing supplies.

	Barbara and Sandra appear at the far door, both terrified.

					EVELYN
			Get everything out!  Bandages, sutures --
			oh God, the men in traction... Come with
			me!

	She races into the hallway, the other two following.

	INT.  HOSPITAL - TRACTION WARD - DAY

	Four men from a jeep accident are lying in traction, their
	casted limbs roped in the air.  Evelyn runs in, grabbing a
	razor blade from the medical cabinet -- and telling Barbara
	and Sandra.

					EVELYN
			Cut them down, and take cover!!  Hurry!

	Bombs are falling outside, on the airfield this wing of the
	hospital faces.  Evelyn slices the traction ropes of a man
	with both legs broken; ignoring his groans, she rolls him out
	of the bed and covers him with the mattress.  The other
	nurses follow her lead.  The bombs are coming toward the
	hospital ward; Evelyn finishes with the fourth man and covers
	him and herself with the mattress, just as a bomb craters
	outside the window.

	The nurses and patients look up after the explosions have
	passed; there's a chunk of smoking shrapnel lying on the
	springs of the bunk where the last man had been lying.

	EXT.  HICKAM FIELD - DAY

	The Japanese low-altitude bombers, with Zero escorts, zoom in
	over the field, blasting the clusters of American warplanes,
	whole squadrons taken out with one bomb.

	The mechanics and pilots, caught in the open, run from the
	strafing.  The Zeros rake them down with machine gun fire.
	It's carnage.

	EXT.  PHOTOGRAPHER'S HOUSE - DAY

	Sammy, the amateur photographer, is leaving his house for a
	morning of working his "Pictures of Paradise" business, when
	he sees the Japanese formations rumbling toward Pearl.  He
	races back inside.

	INT.  PHOTOGRAPHER'S HOUSE - DAY

	He fishes into his drawer for a film camera, and digs out
	cans of film, struggling to load it as he runs back out.

	INT.  HICKAM FIELD - BARRACKS - DAY

	The pilots of Danny's squadron have returned from their night
	of drinking and brawling and are crashed on their bunks.  Red
	stirs and staggers toward the head; he bumps into the wall,
	backs up like a wind-up toy and lurches blindly forward
	again, into --

	INT.  BARRACKS - THE HEAD - DAY

	Red sleepwalks to the urinals and unleashes a marathon piss
	stream, still in his sleep.  A rumble penetrates his brain,
	and his eyes come open a fraction.  Through the window slits
	above the urinals, he can see a cloud of Japanese planes
	rushing past.

	He squeezes his eyes shut, and looks again; the planes start
	bombing the distant hangers.

	Red pisses along the wall as he races to the barracks, trying
	to get his pecker back into his drawers.  He shouts to the
	sleeping guys --

					RED
			Th-th-th-th-th-

	He slaps his face with both hands, and stomps his feet...

					RED
			Th-th-th-th-Dammit!  Th-th-th-

	He still can't get it out, can't wake them; bursting with
	frustration, he suddenly blasts out singing --

					RED
				(singing)
			The Jaaaps!!  The Jaaaps!!

	He's belting it like a baritone in a bizarre opera.  His
	friends stir; what the hell?  Red points outside and tries to
	talk, but now he can't mutter a syllable.  The guys hear the
	explosions, and realize...

	EXT.  HICKAM FIELD - BARRACKS - DAY

	The pilots stagger out, half drunk, half dressed.  Seeing
	what's happening, they race toward the flight line, where the
	clustered American planes are blowing up in groups, and the
	pilots are knocked to the ground.

					BILLY
			Goddamn Japs!

	Billy jumps to his feet and starts to run toward a cluster of
	fighters that hasn't gone up yet.

					ANTHONY
			Billy!

	Anthony tries to grab him and drag him back to earth but he
	misses; Billy gets a few steps before the fire from a
	strafing Zero catches up to him; his friends watch in horror
	as Billy gets shorter as he runs; the Zero's machine gun fire
	is sawing his legs off from the feet up.

	Billy falls, legless but still alive; then a bomb falls
	almost on top of him, sending body parts over the pilots.

	Their innocence, like America's, is gone in that moment.

	EXT.  ROAD TO MAIN AIRFIELD - DAY

	Danny and Rafe are in Danny's Buick, hung over and asleep,
	Danny in front, Rafe in back, and they're a miserable sight
	-- their shirts ripped, blood dried in a leak trail from one
	side of Rafe's nose and the corner of Danny's mouth.

	The rumble of planes moving overhead makes them stir; the
	rumble grows huge, as the shadows of a massive formation
	makes the sunlight flicker.  Danny and Rafe squint up, their
	heads pounding, and realize what they're seeing.  Suddenly
	their headaches are gone, and Danny's gunning the Buick down
	the road, toward the base.

	EXT.  AIR BASE - DAY

	Danny blasts through the main gate; the guards are too busy
	taking cover and haven't even closed the barrier.

	He races to the tarmac, where some of the planes are still
	undamaged.  Rafe is out the door before the car stops
	rolling, and Danny's right behind him.

	They're running toward a cluster of fighters, when it goes up
	with a bomb blast.  Rafe and Danny dive at each other; their
	first instinct is to cover their best friend with their own
	bodies.

	They look at each other on the ground.  They see machine gun
	bullets thudding into the planes on the flight line, and
	ripping along the walls of the buildings.  It's as if the
	whole Japanese airforce is attacking this one base, and not
	leaving a single plane airworthy.

					RAFE
			Get me into a plane!

					DANNY
			Come on!

	Danny sprints; Rafe follows.  Danny reaches a phone booth,
	and digs a dime from his pants.

					RAFE
			You're making a phone call?!

	Danny dials, as waves of bullets sweep the area, and more
	planes blow up on the flight line.  Rafe thinks he's lost his
	mind.

					DANNY
				(into phone)
			This is Walker!  We're under attack!  Get
			those planes fueled and armed RIGHT NOW!

	He runs back toward the car; Rafe, in the nonsense of battle,
	reaches in to hang up the receiver, before Danny grabs him
	and leads him on a sprint to the car, as the phone booth
	shatters behind them from the strafing.

	On the way to the car they dive back to the ground to avoid
	strafing -- and see their friends lying nearby, in shock.

					ANTHONY
			They got Billy.

					DANNY
			Come with us!

	He and Rafe jump up and run again.  Anthony, Red, and several
	other pilots reach the Buick and dive in.  Danny drives away,
	through the strafing.

					RAFE
			Where are we going?

					DANNY
			Auxiliary field at Haleiwa, ten miles
			north of here.

					RAFE
			What's there?

					DANNY
			Six P-40's.

	As the Zero pilots see the Buick moving, they go after it.
	Danny drives like a madman through the strafing, zigzagging
	and gunning the Buick's V-8.

	EXT.  THE OKLAHOMA - STILL AT ANCHOR - DAY

	The number of attacking planes seems endless -- and their
	strategy flawless.  Torpedoes hitting one ship lifts its hull
	with a blast, enabling the next wave of torpedoes to rush
	under and hit the next ship anchored behind.  The American
	battleships are bobbing like see-saws.

	The OKLAHOMA takes an entire barrage of torpedoes, blowing
	thirty foot holes along it's hull; the ship immediately
	begins to list.

	INT.  THE OKLAHOMA - DAY

	Doors are wedged shut by the deformation of the structure;
	vertical ladders are becoming horizontal, and water is
	pouring in.  Men fight their way up against the water.

	INT.  INNER COMPARTMENT OF THE OKLAHOMA - DAY

	Water is up to the trapped sailor's waists when they grab a
	wrench and start taking turns pounding S.O.S. in Morse code
	on the bulkhead.

	EXT.  DECK OF OKLAHOMA - DAY

	As the listing grows more severe, sailors start jumping from
	the deck into the water.  Still the Marines on deck are
	firing back at the planes; some Marines are even using
	handguns.  But courage does not save them...

	THE OKLAHOMA ROLLS OVER

	The men still on its deck try to run, but it's not just the
	fires and the water they can't escape; the gun turrets' 1400
	pound shells break loose with the capsizing of the ship and
	tumble through everything like massive wrecking balls.

	The sailors and marines, thrown into the water, struggle to
	get away from the suction as the giant battleship turns
	turtle.

	BELOW THE WATER men are sucked down with amazing force, every
	hair on their heads streaming behind them as they're snatched
	to the depths.

	INSIDE THE OKLAHOMA, everyone and everything is spilling
	upside down.  The ship's generators sputter out and the
	lights go out.  The flashlights of the few sailors who can
	find them cut raggedly through the darkness, and water spills
	in.  There is no escape.

	BELOW THE WATER, the Oklahoma's superstructure hits bottom;
	some men are crushed there.  For others it's salvation, as
	the BACKWASH blows them toward the surface.

	ON THE SURFACE the men are launched almost completely out of
	the water, before splashing back into the water and burning
	oil.  A few feet of the steel hull and a portion of the
	propeller protrude above the surface, but most of the
	Oklahoma is under water.

	Men in the water swim toward a medical launch carrying
	wounded away from the wreckage.  A bomb hits the launch and
	blows body parts everywhere.

	INT.  OKLAHOMA - REAR COMPARTMENT

	In one compartment there are a dozen trapped men.  They've
	survived the roll-over, and are in a chaotic world where the
	floor is now the ceiling.  The water is up their waists.
	Some of the SAILORS are panicking.

	One sailor has a flashlight and switches it on, flashing the
	light from face to face.

					SAILOR WITH THE FLASHLIGHT
			Don't panic!  Don't panic!

					PANICKED SAILOR
			The water's rising!  It's coming up,
			we're all gonna drown!

					SAILOR WITH THE FLASHLIGHT
			The air pressure will equalize it!

	But the water keeps rising, along with their fears.  Several
	of the sailors are still screaming...

	The water's already to their bellies.  One of them grabs a
	wrench and starts slamming Morse code against the bulkhead.

	One sailor in the middle of the room is particularly
	panicked, not just yelling but crying and whimpering --

					TERRIFIED SAILOR
			Get me out!  Get me out!

					SAILOR WITH THE FLASHLIGHT
			Stop it!  Come on!  Save your air!

					TERRIFIED SAILOR
			MY FOOT'S CAUGHT!

	He's at the lower end of the compartment, where the water is
	deeper -- the ship's nose is lower than her stern.  The
	water's up to the guy's neck.

	The man with the flashlight dives down, and finds the guys
	foot wedged together in the pipes of the ships ceiling -- now
	their floor.

	He pops up again.  The water's up to the trapped guy's mouth;
	he's already gagging.

					SAILOR WITH THE FLASHLIGHT
			Is there a hacksaw in that locker?!

	They open it; tools spill out -- among them is a hacksaw.
	They hand it to him; the sailor dives down and cuts off the
	guy's foot.

	The trapped man is underwater, muffling his scream.  He comes
	free, and surfaces gasping.  His severed foot floats to the
	surface and then the horror really hits them.  The sailor
	with the flashlight pops up, in the blossoming of blood.  He
	and another sailor tie a tourniquet around the stump, to stop
	the bleeding.

	The drama of this has caused the other trapped men to stop
	their signaling.  Now they start banging, twice as loudly as
	before.

	EXT.  HALEIWA - AUXILIARY AIRFIELD - DAY

	Haleiwa is a tiny airfield, tucked among the green volcanic
	hills; its barely paved, and it's only permanent building is
	a quonset hut.  A mechanic named EARL, is out with the
	P-40's; and these are spread out, not bunched.

	EARL AND THE P-40'S

	The planes here have received loving care from Earl -- which
	means lots of cursing; as he's wrestling to load an ammo
	belt, he yells.

					EARL
			Sum-bitch!

	The Buick, bullet holes punched through the truck, slides to
	a stop near the planes, and the pilots jump out.

					DANNY
			They ready, Earl?

					EARL
			They'll all fly, but -- oh, shit...

	What stops him is the cloud of Zeros and dive bombers,
	shrieking in.

					DANNY
			Cover!

	The guys scatter.  There are sandbags around the hut, and
	they run there, diving into it's shelter just before the
	first strafing pass, when a Zero strafes one of the P-40's
	and a dive bomber blasts another.  Earl stands up in shock
	and fury.

					EARL
			You absolute mother-fuckin' son of a
			bitch!  You shot one of my planes!

	Danny pulls him down, as the Zeros roar overhead.

					DANNY
			This ain't a little feud, Earl, it's
			World War Two!

					RAFE
			They're coming around for another pass.
			You got extra weapons and ammo?

					EARL
			Cock-suckin' right I do!!  In the gun
			lockers!

					DANNY
			You guys get those!  Earl, Rafe, come
			with me!

	Danny, Rafe and Earl run to the planes that got hit and strip
	out the 20mm cannons and ammo.

	INT.  QUONSET HUT - DAY

	The other pilots run in, throw open the gun locker, and start
	grabbing weapons -- aircraft machine guns, ammo belts, one
	even grabs a rifle.

	SANDBAGS BY THE SHED

	The two groups run back and start to set up.

					RAFE
			Danny, over there!  We're in a canyon,
			they'll come straight down it, we'll get
			'em in a crossfire.

	Danny, Rafe and Earl run to a gully opposite the shed and set
	up there, as the other pilots brace the machine guns against
	the sandbags.

	The Japanese planes attacks again.  This time the lead plane
	hits a wall of steel fired from the combined guns; the
	bullets chew into the bomb it carries and the plane EXPLODES.
	The airborne debris makes the following planes shear off.

	Red's standing, firing; he yells at the Zeros --

					RED
			D-don't like it when we fight back, do
			ya!

	Red runs out with his machine gun and keeps firing even when
	the planes have passed, trying to shoot them right up the
	ass.

					DANNY
			Earl!  You said the planes were ready
			but -- but what?

					EARL
			Of the four left, only one is full of
			fuel.

					RAFE
			Will the others get into the air?

	Earl shoots a look to Rafe, then turns to Danny.

					EARL
			Danny, I don't like this fuckin' guy.

					DANNY
			Anthony, Red, stay with the guns!  Coma,
			you cover the cannons!  Joe, Theo, come
			with us!  Earl, you get on the radio!
			We're gonna fight these fuckers.

	Two of the pilots, Joe and Theo, run to Danny.

					JOE
			How do we do it?

					DANNY
			Your call, Rafe.

					RAFE
			Get rolling as fast as you can.  Stay
			low!  We'll use the topography to
			separate them and then we can take 'em
			one on one.

	They race toward the planes, and the Japanese attack again.
	Seeing the pilots running for the P-40's, the Zeros aim for
	them; Rafe and Danny race for the most distant of the planes;
	Joe and Theo run for the closer planes, through the dusty
	bullet hits.

	Theo makes his plane and is just strapping himself in when
	bullets stitch his fuselage, wounding him.  He still forces
	the plane forward.  He taxis twenty feet and his cockpit gets
	chopped up and the plane arches into a right turn and putters
	to a stop, Theo dead at the controls.

	Joe doesn't bother to strap in; he hits the throttle hard and
	heads down the runway...

	The Zeros are on him as he gets ten feet of air at 120 M.P.H.
	The Zero's bullets eat his canopy and plane skin; the plane
	breaks apart in mid air, spilling in gouts of flame as it
	smashes down on the tarmac.

	Rafe and Danny have reaches the more distant P-40's and are
	revving their engines as they see Joe and Theo's fate.  They
	throw on their radio headsets.

	Their way seems blocked:  they've got no runway behind them,
	the wreckage of four P-40's scattered ahead of them, and the
	Zeros screaming over the low hills to attack them.  Now Rafe
	and Danny talk through the radio.

					DANNY
			It's tight.

					RAFE
			Tighter 'n a bulls ass in fly season.
			Don't hit the barn.

	They gun their engines and roll through the grass on either
	side of the runway, dodging the burning planes; they lift
	off, clearing the quonset hut by a couple of inches.  They
	blow right through the strafing fire, and into the sky.

	Eight Zeros are all over them.

	Earl is in the hut, on the radio and watching through
	binoculars.

					EARL
			I see six...seven...eight of the
			cocksuckers!  Don't let 'em hurt my
			planes.

	Danny's swiveling in his seat, looking left, right, back.

					DANNY
			They're all over us!

					RAFE
			Bet they don't dust crops in Japan.

	Danny understands immediately, following Rafe's tactic as he
	breaks into a sharp turn and uses the hut, palm trees, and
	low hills to shake the Japs.  They fly like crop dusters,
	skimming down a foot from the ground, then bobbing up,
	banking left and right.  The Zeros have divided into two
	groups to chase them, their wings clipping tree tops as they
	try to follow the Americans.

	It feels like a 200 M.P.H. car chase, 20 feet off the ground,
	Rafe and Danny skimming and bobbing over the terrain, but
	there are too many Japanese.

					RAFE
			Danny!  Let's play some chicken!

	Danny banks in one direction, Rafe in another...

	EXT.  OVER THE LANDING STRIP - DAY

	The two P-40's are screaming, rushing at each other like they
	did at the training base back in the states, flying right
	into each other's propellers; the Japanese heading after them
	realize they're rushing headlong at the other group...

					EARL
			Oh shit, oh shit...

	He can't even watch.

	At the last instant Rafe and Danny snap a quarter spin so the
	planes flash by belly to belly.

	Two of the Zeros collide in mid-air, exploding, as the other
	Zeros scatter.

	EXT.  SKIES ABOVE PEARL HARBOR - DAY

	Danny and Rafe rejoin each other in the open sky; they've
	lost the Zeros.  The P-40's are flying smoothly, side by
	side.  The two pilots look across at each other, going into
	battle together.  They speak through their radios.

					RAFE
			You hear my okay?

					DANNY
			Yeah.  So you can call me if you need
			help.

					RAFE
			I got a half a tank.  You?

					DANNY
			Little less.

	He fires a short burst to see if his guns work; they do.
	Rafe does the same.  Up ahead they see a formation of
	Japanese planes, headed toward Pearl.

					RAFE
			They're in strafing formation, we'll blow
			right through their line.

	They look across at each other.

					RAFE
			Land of the free.

					DANNY
			Home of the brave.

	Side by side the P-40's scream in.

	EXT.  ABOVE OAHU - THE DOGFIGHT - DAY

	The Japanese planes are in tight, disciplined formation,
	their minds on the targets below them in the harbor.  But
	their day of shooting sitting ducks changes as the two P-40's
	blast in, wing guns blazing, chopping into Two Zeros.  Both
	Zeros falter and begin to lose altitude.  The P-40's make
	almost impossible tight turns, still side-by-side, and go
	after the two plane they crippled on the first pass.

	Rafe finishes one Zero, making it explode in a ball of flame
	in the air.  Danny finishes the other, shooting off its wing
	so that it spirals into the sea and crashes there.

	The P-40's swoop up again.

					RAFE
			They're trying to hold formation.  We can
			chew 'em up!

	The P-40's dig in again, swooping down on the line of Zeros.
	Rafe hits first, machine gunning one plane, and Danny comes
	in behind it, finishing it off.

	The Japanese pilots are screaming at each other over their
	radios, but their SQUADRON COMMANDER sees Pearl Harbor ahead,
	and tells them --

					JAPANESE SQUADRON COMMANDER
			Hold the line!

	The P-40's come through again, their guns spitting fire.

	EXT.  ANOTHER JAPANESE FORMATION OF BOMBERS - DAY

	These planes are different -- high altitude bombers with
	three-man crews, high above the harbor.  The bombardier looks
	through his sight and the bomb bays open.

	THROUGH THE BOMBARDIER'S SIGHT, the ships look like tops, far
	below.  The bombardier is ticking off the targets as they
	pass, the first two he mentions already burning.

					JAPANESE BOMBARDIER
			West Virginia... Oklahoma... Ah, Arizona.

	He flips his bomb switch, and a HUGE STEEL BOMB falls away.

	EXT.  THE FLIGHT OF THE BOMB - DAY

	We stay with the bomb as it falls through the sky.  The small
	propeller on the bomb's nose spins in the air, running the
	arming mechanism into the bomb's explosive core.  The bomb
	wobbles a bit at first, but then as it gathers speed its fins
	stabilize it, and it falls faster and faster, at a dizzying
	rate, toward the Arizona.

	It slams through the teak wood deck, and breaks it like
	matchsticks.

	It's tremendous weight and speed carry it through the next
	deck, and the next, deep into the heart of the ship...toward
	the powder room, where two million pounds of black powder are
	waiting.

	The bomb hits there, and the explosion is almost beyond
	comprehension.  Over 1400 men die instantly.

	EXT.  PEARL HARBOR - DAY

	The battleship Arizona leaps into the air, the ship's spine
	is broken, it's guts ripped open in one explosive instant.
	Men on the deck are thrown into the burning oil already
	floating on the water from the other ruptured ships, but
	there are almost no survivors.

	The concussion of the explosion blows men off the repair ship
	Vestal, next to the Arizona, saving Vestal, as the explosion
	snuffs out the fires on Vestal; it also sends tons of debris
	down on her decks -- parts of the ship, legs, arms and heads
	of men, all sorts of bodies.

	Debris from the Arizona also cover the Tennessee and does
	more damage than the two Japanese bombs that hit her.

	INT.  HOSPITAL - HALLWAY - DAY

	Medics have already started bringing in the wounded.  Evelyn
	is like a frantic traffic cop.

					EVELYN
			Put criticals in ward one, stables in
			two!  Barbara!  Fill every syringe you
			can find with stimulant and antibiotic --

					MEDIC
			Where are the doctors?

					EVELYN
			On the third tee.

					SANDRA
			Evelyn!  Where's the morphine?

	THE FRONT WARD

	Evelyn runs in, snaps open the cabinet, grabs a bag of
	morphine sticks, and is about to run out again when she sees
	the Arizona go up.

	For a moment she's frozen, then she actually sees the shock
	wave traveling across the bay and through the trees like an
	invisible wall.  She's trying to cross her arms over her
	face, and dive to the floor, just as the windows blow out
	from the concussion, and glass flies over everything.

	INT.  JAPANESE BOMBER - DAY

	They see the results of their bomb, and are ecstatic.

	EXT.  AIR ABOVE OAHU - DAY

	The nose of Danny's plane is pointed right at the harbor and
	he sees the sudden devastation of the Arizona.  It is a sight
	so awesome it freezes him for a moment.

	A Zero comes up behind him, firing.  Danny jerks his stick to
	maneuver but he's caught...

	Rafe comes in behind the Zero, chopping it up, even as he
	yells at Danny over the radio --

					RAFE
			Ain't no time for spectatin'!

	They turn back after the line of Zeros.  There are some
	Japanese planes coming after them now, but the P-40's head at
	their noses, firing, then duck past in a double maneuver, and
	turn right back into the Japanese formation.

	Rafe has a plane in his sights, but his guns fire only a
	short burst before stopping.

					RAFE
			I'm out of ammo!

					DANNY
			I'm out of fuel!

	They head back.  A single Zero is on their way.  Rafe charges
	it and draws its fire; Danny comes in behind the Zero and
	rakes its cockpit; the Japanese pilot backs off.

	The P-40's dive back toward Haleiwa.

	A handful of Zeros returning from Pearl see them and follow.

	EXT.  PACIFIC - JAPANESE CARRIERS - DAY

	The second wave of planes takes off from the carriers.

	INT.  FLIGHT CONTROL CENTER - CARRIER AKAGI - DAY

	Genda reports to Yamamoto.

					GENDA
			Second attack wave is in the air.

	INT.  RADIO STATION KGBM - DAY

	The DISC JOCKEY, handed a message by the army officer, stops
	playing the soothing Hawaiian music and announces...

					DISC JOCKEY
			All Army, Navy, and Marine personnel to
			report to duty.

	INT.  GENERAL SHORT'S OFFICE - DAY

	General SHORT is in his office; he and his aides are working
	frantically.

					GENERAL SHORT
			Mobilize everything!  We're at war!  Send
			a message to Washington:  Hostilities
			with Japan commenced with an air raid on
			Pearl Harbor.

	INT.  WHITE HOUSE - OVAL ROOM - DAY

	President Roosevelt is having lunch in the Oval Room study
	with Harry Hopkins.  The phone RINGS and Hopkins answers.

					HOPKINS
			Oval Room... Yes, he is.
				(to Roosevelt)
			It's Knox, Mr. President.

					ROOSEVELT
				(taking phone)
			Yes?

	He listens, then puts the receiver down, shaken.

					ROOSEVELT
			The Japanese have attacked Pearl Harbor.

					HOPKINS
			My God.  Do we have damage estimates?

					ROOSEVELT
			Our Pacific Fleet, at anchor, unprepared?
			It's terrible.  It has to be.  And it's
			not over.

	EXT.  HALEIWA - AUXILIARY AIRFIELD - DAY

	The two P-40's drop out of the sky and bounce to a landing;
	Anthony and Red have been pushing the wreckage off the field
	with the Buick.  Danny and Rafe pull the P-40's behind the
	burning quonset hut, and it's like a pit stop at a race
	track; Earl rushes up and starts fueling the planes, their
	engines still running.

					DANNY
			We need ammo too!

	Earl shouts instructions to the pilots.

					EARL
			Strip it from the wrecks!

	The other pilots race to the wrecked P-40's and start pulling
	out ammo belts.  Earl glares at the smoking engine of Danny's
	plane, and the bullet holes.

					EARL
			Who the fuck taught you to fly?

					DANNY
			He did.

	Earl looks at Rafe's plane, more shot-up and abused than
	Danny's.  Rafe grins and waves to him.  Earl mumbles a stream
	of guttural and unintelligible obscenities.

	The Zeros that followed them sweep down, strafing.  One
	mechanic, running across the field with a belt of ammo, goes
	down.  Coma, running behind him, picks up the fallen man's
	ammo and his own, bringing both to the planes behind the hut.
	He, Red, and Anthony reload the machine guns in Rafe and
	Danny's planes.

	Rafe and Danny gun their engines and head back into the air,
	the grounded pilots firing a covering barrage and Earl even
	coming up with a 12-gauge shotgun to fire at the Zeros as
	they rush past.

	EXT.  SKIES OVER PACIFIC - DAY

	The Second Wave of Japanese planes is in tight formation.

	INT.  LEAD PLANE OF SECOND WAVE - DAY

	Lt. Commander SHIMAZAKI, leader of the second attack wave,
	says calmly into his radio...

					SHIMAZAKI
			Second wave, deploy over the military
			bases.  High level bombers to the air
			stations, dive bombers attack ships in
			harbor.  Fighters strafe and cover.

	He leads the second wave in on their attack run...

	EXT.  NAVAL AIR STATION - DAY

	The navy's planes, bunched up on the naval airfield, are
	destroyed without ever getting into the air.

	EXT.  PEARL HARBOR - DAY

	The harbor is already a mass of destruction and panic;
	screaming everywhere, men trying to fight fires, move the
	wounded; the second wave of planes hits, and tremendous
	explosions now rock the secondary ships like the destroyer
	SHAW, blasting it apart.

	But the Japanese pilots are now having trouble with the thick
	black smoke coming out of the damaged ships, and off the oil
	fires along the water.  One torpedo plane, its pilot flying
	blind, clips the superstructure of a battleship and spins to
	a crash.

	Still, even IN THE CHAOS ON THE SHIPS, the sailors struggle
	to survive, inventively.  Men trapped on one burning ship use
	the severed barrel of a five-inch naval gun as a bridge to
	cross to the less damaged ship anchored beside them.

	Others jump into the water and swim through the burning oil,
	towing buddies too wounded to swim themselves.

	EXT.  PEARL HARBOR - DAY

	Below decks, sailors have organized a line and are passing
	ammunition from the ammo lockers, hand to hand up to the guns
	on deck.  Blasts from bombs hit them and ignite the ammo
	they're holding, setting off a chain reaction of explosions.

	On the deck, the sailors are out of ammo.  An OFFICER grabs a
	SEVENTEEN YEAR OLD SAILOR.

					OFFICER
			Grab a dinghy and get ammo from the base
			ammo storeroom.

	The young sailor jumps to a dinghy and launches it through
	the oily waters and thick black smoke.

	EXT.  PEARL HARBOR - DAY

	The sailors in the boat get strafed, the rounds cutting
	between them and blasting their boat in two.  They jump into
	the oily water and swim toward shore.

	Other sailors are in the water with them, struggling,
	swallowing the vile black liquid as they battle to swim.
	Errant bombs and shrapnel hit beside them, killing some;
	other lose strength and slide beneath the surface.

	The sailors from the ammo boat make it ashore; it's hot there
	too, with bullets and bombs all around.  One sailor has to
	stop and puke from the oil; his buddy grabs him and they run
	for cover; they find it in the dugout of the baseball
	diamond.

	EXT.  NAVAL STATION - DAY

	A MARINE GUNNERY SERGEANT leads men in a race through
	strafing fire to the bases ammo storeroom.

	INT.  AMMO STOREROOM - DAY

	The SUPPLY SERGEANT is at his post.

					GUNNERY SERGEANT
			We need weapons and ammo!

					SUPPLY SERGEANT
			You need authorization.

					GUNNERY SERGEANT
			The fuck I do!

	He pushes the man out of the way and starts grabbing weapons.

	EXT.  NAVAL STATION - DAY

	The gunnery sergeant and his marines run with a water-cooled
	machine gun, across the open ground, under fire.

	BARRACKS

	The Marines set up in the windows of their already-strafed
	barracks, and start firing there, as the Zeros scream past.

	EXT.  NAVAL STATION - DAY

	Trucks are moving dependents -- women and children -- from
	the dependents' housing area.  The Japanese strafe the
	trucks, dependents diving for cover.

	NAVAL STATION

	A fire engine from the Honolulu Fire Department races up to
	the sight of buildings burning from the air attack.  As the
	firemen jump out, a Zero strafes them, gunning down the
	firemen.

	As the strafing Zero starts to bank away, two P-40's come in
	behind it, both of them gunning away.  The Zero comes apart
	under the barrage, and crashes in a ball of flame.

	It's Rafe and Danny, back in the air.

	INT.  MILITARY BASE HOSPITAL - DAY

	The once-pristine hospital with its glowing white beds is now
	a bloody chaos.  Every bed is already full; there are burned
	and broken people on the floor -- soldiers, sailors,
	civilians, firemen, all mixed in together.  People are dying
	everywhere, and screaming in pain, or moaning and begging for
	help.  At first we don't see Evelyn, and wonder if she
	survived the glass; then we see her, flecks of her own blood
	dotting her face and arms.  The blood of soldiers on her
	surgical apron.  A steel calm has replaced her earlier
	frenzy, even as the other nurses are breaking down.

					SANDRA
			I can't tell who's gotten morphine and
			who hasn't!

					EVELYN
			Take a grease pencil and mark an M on the
			forehead of everyone you stick.

	A young doctor is trying to give an intravenous injection to
	a man who's badly charred; the doctors hands are shaking.

					EVELYN
			Don't look for a vein, just poke.

					SANDRA
			My pen's dry!

					EVELYN
			Use lipstick.  Use ammo belts for
			tourniquets, use your own nylons if you
			have to!  Barbara!  Grab anything that
			will hold a pint of blood and sterilize
			it.

	The doctors are amputating limbs right there in the hallway.
	A SENIOR DOCTOR calls --

					SENIOR DOCTOR
			Evelyn!  You have to do the triage!
			They're bringing them in with trucks!

	Evelyn moves to the door.  Trucks are pulling up, loaded with
	the wounded, young terrified soldiers bringing them inside;
	Evelyn does quick triage as they pass.

					EVELYN
			Critical -- front ward!... Give him
			morphine, he can't wait...

	The next body through is a pilot, wings on his uniform, his
	chest riddled with bullets -- and his face shot off.  For a
	moment Evelyn falters, then she forces herself to check the
	dog tags...

	It isn't Rafe or Danny.  Evelyn sags in guilty relief.

					EVELYN
			Take him outside and cover him; he's
			dead.

	She steadies herself as the next body comes through, a woman
	on a stretcher, her stomach shot open, pale hands clutching
	at the open wound.  Evelyn feels for a pulse.

					EVELYN
			She's gone too, take her --

	It's Betty.

	And though the bombs are blasting and guns booming
	everywhere, the world goes silent for Evelyn.

	One of the sailors outside the door is pointing to the
	harbor, the Nevada has begun to move.

	EXT.  PEARL HARBOR - DAY

	The battleship NEVADA is underway, plowing through the
	harbor, as the water erupts with bombs.

	INT.  THE NEVADA'S BRIDGE - DAY

	The Captain is struggling to save his ship.

					CAPTAIN OF THE NEVADA
			We can save her if we make the open sea!

	EXT.  PEARL HARBOR - POV THE ATTACKING PLANES - DAY

	The lead pilot in the next squad of Japanese planes spots the
	moving battleship, and leads his squadron on it.

	They come whipping in over the waves, dropping torpedoes and
	bombs.

	INT.  THE NEVADA'S BRIDGE - DAY

	The Nevada's Captain feels the ship shudder as it takes hits
	amidships.

					CAPTAIN OF THE NEVADA
			We're not gonna make it -- and if we go
			down here we block the channel... Beach
			her, there!

	His officers relay the order to the helm, and the ship's
	rudder turns as more blasts rip her hull.

	EXT.  PEARL HARBOR - DAY

	The Nevada swings off its course and runs aground.

	INT.  THE NEVADA'S DYNAMO ROOM - DAY

	The impact jolts the boilers, already bursting with the steam
	pressure; gouts of steam from rupturing pipes scalds and
	blinds the engine room crew.

	EXT.  THE NEVADA - DAY

	The Nevada, run aground at the shoreline, is now like a beast
	cut from the herd; the predators swarm after it with
	torpedoes and bombs.

	One torpedo, missing the Nevada, skims right up the beach
	itself and blasts a house on the shore to fragments.

	Bombs detonate along the Nevada, engulfing the entire upper
	deck in flames, ravaging the sailors.

	EXT.  HOSPITAL - DAY

	The Nevada is grounded near the hospital; from the doorway
	Evelyn can see the whole ship on fire, burning sailors
	leaping off the decks.  Her hearing, her presence of mind,
	returns; she lets Betty go, and grabs an ORDERLY.

					EVELYN
			Go to the base hardware store and get
			some of those canister spray things they
			use for killing bugs.

					ORDERLY
			Insecticide?...

					EVELYN
			No, just the sprayers.  We'll fill them
			with tannic acid, it'll sterilize them
			and cool the burns!  GO!

	The orderly races away.  They can still hear the bombs
	falling outside.

	A sailor staggers toward the hospital from the Nevada.  He is
	completely gray.  Everyone stares at him, and then realizes
	he is nude, burned gray, his skin ash.

	Evelyn rushes to help him, shouting back over her shoulder to
	the other nurses --

					EVELYN
			We're gonna need every bed.  If they can
			breathe, make 'em get up and move
			someplace else!

	EXT.  JAPANESE CARRIER - FLIGHT DECK - DAY

	The first wave of planes lands on the carrier.  The flight
	leader rushes to the bridge.

	INT.  JAPANESE CARRIER - BRIDGE - DAY

	Yamamoto's advisors are exultant.

					GENDA
			We have achieved complete surprise!  The
			first wave is returning, the second is
			attacking now, and we have lost only a
			few planes.  We can launch a third wave,
			Admiral.

					YAMAMOTO
			The second wave has not returned.  And we
			have no idea where their carriers are.
			What is the damage report?

					COMMUNICATIONS OFFICER
			We have Commander Fuchida on the radio
			now, Admiral.

	Yamamoto nods and Fuchida's voice comes over the intercom.

					FUCHIDA'S VOICE
			I am over the harbor now...

	EXT.  SKIES ABOVE PEARL HARBOR - DAY

	Fuchida is in a scout plane, high over Pearl.  His vision is
	hampered by the thick black smoke, but he can tell there has
	been awesome devastation.  He uses a diagram of the ships at
	anchor to note the damage to each ship.

					FUCHIDA
				(into radio)
			We have a tremendous victory.  Many ships
			damaged, some totally destroyed.  But the
			Second Wave's attack is being hindered by
			the smoke.

	INT.  WAR ROOM OF THE AKAGI - DAY

					YAMAMOTO
			The more we attack, the harder it is to
			find targets.  And we no longer have
			surprise.

					GENDA
			If we launch the third wave and
			annihilate their fuel depots, we destroy
			their ability to operate in the Pacific
			for at least a year!

					YAMAMOTO
			And if we fail, and lose our carriers, we
			destroy our ability to fight them at all.
				(beat)
			As soon as the second wave returns, we
			will withdraw.

	EXT.  JAPANESE CARRIER AKAGI - DAY

	The last planes touch down, and the lead carrier and the
	other ships in the Japanese assault fleet turn back toward
	home.

	EXT.  PEARL HARBOR - AFTERMATH - DAY

	The harbor is a place of shattered bodies and shattered
	ships.  Blood, body parts, debris everywhere, and all of it
	made more hellish by the oil fires on the water and the
	choking black smoke those fires produce.

	Every survivor has become an emergency fireman, stretcher
	bearer, medic, iron worker.  They fish men from the water,
	extract them from the tangled wreckage of the ships.
	Everyone is screaming and yelling -- the wounded for help,
	the helpers for more help.

	Local firemen and civilians battle heroically too; the water
	mains are ruptured, so they put pump water from the base
	swimming pool toward the burning ships.

	The PHOTOGRAPHER records this with his black-and-white film
	camera.  He is shaken, and yet he understands the magnitude
	of what he is recording -- the loss of America's innocence.

	EXT.  ARMY BASE - AFTERMATH - DAY

	In one place, outside a barracks, soldiers hit by the bombs
	are just becoming conscious.  One of them comes to.

					CONSCIOUS SOLDIER
			Sarge?!  Where are you, Sarge?

	He's crawling around toward the bushes; his legs are
	shattered, but he's spotted a body.  He reaches it, turns it
	over -- and it's headless.

	He turns away in horror...and finds himself staring at the
	severed head.

	The medics appear.

					MEDIC
			We've got two more over here!

	EXT.  GENERAL SHORT'S OFFICE - DAY

	The Western Union messenger, Tadao Fuchikami, delivers the
	telegram from Washington.

	INT.  GENERAL SHORT'S OFFICE - DAY

	Short and his staff are assessing damage.

					SHORT
			I want lookouts and sentries everywhere,
			with orders to shoot first and ask
			questions later.

					COLONEL
			You think an invasion possible, General?

					SHORT
			After this morning, we better not
			consider anything impossible.

	An aide hands Short the telegram.  He reads it --

					SHORT
			From Washington.  "Intelligence reports
			an ultimatum from Japan to be given
			precisely at one p.m.  Washington time.
			Just what significance the hour set may
			have we do not know, but be on alert
			accordingly."

	The irony is bitter in his throat.

	EXT.  JAPANESE EMBASSY - OAHU - DAY

	The Honolulu police roar up to the embassy in squad cars, and
	burst through the doors.

	INT.  JAPANESE EMBASSY - OAHU - DAY

	The police storm through the embassy and find the Japanese
	there burning documents.

	EXT.  PEARL HARBOR - AFTERMATH - DAY

	Divers are going down, trying to save the trapped men.  But
	the tangle of the Arizona is horrific.  One diver gets
	trapped, and another tries to extricate him, and the steel
	shifts and falls on them both.

	ON THE DECK OF BOMB-SHATTERED BATTLESHIP, a naval CAPTAIN
	oversees rescue efforts.  The 17-year-old sailor he sent off
	for ammo now approaches him, with great concern.

					SEVENTEEN-YEAR-OLD SAILOR
			Sir, I...I lost the dinghy.

	The captain looks out over the wreckage, great battleships
	devastated in every direction.

					CAPTAIN
			Well, son, we won't worry about the
			dinghy today.

	EXT.  HOSPITAL - PEARL HARBOR - NIGHT

	Danny and Rafe arrive at the hospital.  Their fears of what
	they might find aren't helped when they see the stairs into
	the hospital covered in blood.

	INT.  HOSPITAL - PEARL HARBOR - NIGHT

	Rafe and Danny enter.  It's a scene from hell.  Doctors are
	doing amputations in the hallway.  The once-pristine hospital
	is now all red, with blood dripping through the mattresses,
	onto the floor...

	In the main ward, Evelyn and the other nurses are using the
	fly sprayers to spritz cooling antiseptic on the charred
	bodies.  Evelyn looks up and sees both Rafe and Danny.  Her
	eyes register relief, but they are the only part of her that
	can show emotion now; the rest of her is covered in blood.
	Rafe and Danny move to her.

					RAFE
			How can we help?

	INT.  HOSPITAL - PEARL HARBOR - NIGHT

	Rafe and Danny sit quietly as Evelyn adjusts the tubes
	conducting blood from their arms into sterilized Coke bottles
	for transfusion.

					RAFE
			What else can we do?

					EVELYN
			There's nothing you can do here, they'll
			die or they won't, we just --

	She stops, afraid if she says more, she'll lose grip on her
	emotions.  She can see the wreckage out in the harbor.

					EVELYN
			There was a sailor, a black man on the
			West Virginia, named Dorie Miller.  I'd
			like to know if he's alive.

	She goes back to her work.

	EXT.  PEARL HARBOR - DAY

	Rafe and Danny hop from the ambulance in which they've
	hitched a ride to the harbor.  They see the awful
	devastation.

	EXT.  PEARL HARBOR - NIGHT

	Rafe and Danny reach the West Virginia's pier, but in the
	darkness, they can't find anything.  They stop a NAVAL
	OFFICER.

					DANNY
			Where is the West Virginia?

					OFFICER
			There.

	He points; the battleship has sunk, its superstructure barely
	showing above the water.

	It looks hopeless to find a single sailor here; but then they
	see a powerful black sailor, pulling to the dock with a
	dinghy full of dead men retrieved from the water.  As workers
	unload the bodies, the black sailor sits down, exhausted
	physically and emotionally, his head in his hands.  Rafe and
	Danny approach him.

					DANNY
			We're looking for Dorie Miller.

					DORIE
			That's me, Sir.

					RAFE
			A friend of ours wanted to be sure you're
			alive.  Evelyn.  A nurse.

					DORIE
			How is she?

					DANNY
			Like we all are.

	Miller nods, and looks out over the harbor, a hellish place
	where black smoke still hangs over everything, the shattered
	remains of men and ships still in the harbor.  It's total
	devastation.  And yet something about that scene stirs
	something else in Dorie Miller.

					DORIE
			There's something out there I need to
			get.  Will you help me?

	EXT.  PEARL HARBOR - AFTERMATH - NIGHT

	Dorie pilots the dinghy through the floating debris.  Rafe
	and Danny sit with him.  He stops over a dangerous pile of
	superstructure wreckage.

					DORIE
			The Arizona.  Hold the dinghy steady, so
			it doesn't bust open.

	Rafe and Danny brace the dinghy so it doesn't move; but they
	still don't see what Dorie is after as he fishes down in the
	water, for something barely at the surface; he works for a
	moment, then pulls it up.

	It's the oil-soaked flag of the Arizona.

	EXT.  HULL OF OKLAHOMA - NIGHT

	Men are working through the night to save the sailors trapped
	in the hull.

	INT.  OKLAHOMA - THE TRAPPED SAILORS

	are in total darkness.  From it we hear GASPING, then --

					SAILOR
			What's that?

	The light comes on and sweeps around the faces.  The water is
	up to their chests, but it's stopped rising.

					SAILOR FLASHLIGHT
			Just hand on.  They'll find us.

					SAILOR
			How do you know?

					SAILOR FLASHLIGHT
			Because we would find them.

	He switches the light off again.

	EXT.  HULL OF OKLAHOMA - NIGHT

	The welders are cutting away, the torches sending showers of
	sparks everywhere.

	INT.  OKLAHOMA - THE TRAPPED SAILORS

	They are gasping, running out of air.

					SAILOR FLASHLIGHT
			Breathe easy.  Stay calm.

					SAILOR
			You hear something?

	Something stirs in the ship; a noise...from where?  Then a
	point of light; sparks fly into the room; somebody's cutting
	through the wall.  And the sparks illuminate faces suddenly
	filled with hope.

	But as the cut enlarges, the trapped air, compressed by the
	water, starts rushing out -- and the water starts rising
	again.  The trapped sailors hope turns to terror.

					SAILOR
			It's letting out air, and letting in
			water!

	The steel circle pops out, and they knock the welders down in
	their hurry to escape.

	Some of the sailors who were trapped are naked.  They fight
	their way toward the escape hole cut into the hull, assisted
	by rescue workers.

	EXT.  HULL OF OKLAHOMA - NIGHT

	The trapped sailors emerge, and they can barely take in the
	devastation.  Destroyed ships everywhere, the smoking
	wreckage... The rescued sailors gaze around them in shock.
	They are shivering, and other sailors put blankets around
	them.

	EXT.  WHITE HOUSE - DAY

	The entire Washington press corps is waiting, with fresh
	bulbs in the flash attachments of cameras that are already as
	big as a shoe box.  The President is wheeled out of the White
	House, and not a single photographer takes a picture...not
	yet.

	Aides help Roosevelt from the chair, and the press people all
	see the President struggle on legs that have no strength, to
	the podium.  His aides lock the steel clasps at the knees of
	his braces into place, and the President stands at the
	microphone.  And suddenly, from the front, Roosevelt looks
	powerful, even majestic.

	Now all the bulbs pop and flash.  He looks into the cameras.

					ROOSEVELT
			Yesterday, December 7, 1941 -- a date
			which will live in infamy -- the United
			States of American was suddenly and
			deliberately attacked by naval and air
			forces of the Empire of Japan.

	OVER THIS, we see the bombing, the aftermath, the bodies
	being fished from the oil-soaked harbor.

					ROOSEVELT
			The distance of Hawaii from Japan makes
			it obvious that the attacks was planned
			many days or even weeks ago.  During the
			intervening time the Japanese Government
			has deliberately sought to deceive the
			United States by false statements and
			expressions of hope for continued peace.

	EXT.  PACIFIC OCEAN - DAY

	The Japanese fleet steams back toward Japan.  The young
	officers are exultant...but Yamamoto is pensive.

					ROOSEVELT
			...I regret to tell you that many
			American lives have been lost.

	EXT.  PEARL HARBOR - DAY

	We see rows of bodies outside the hospital where Evelyn
	works.

	The mess hall has been converted to a silent morgue, with
	bodies on every table.

					ROOSEVELT
			Yesterday the Japanese Government also
			launched an attack against Malaya.  Last
			night Japanese forces attacked Hong
			Kong... Guam...

	OVER THIS, EXT.  ISLANDS - NIGHT

	We see Japanese planes bombing islands, and soldiers
	attacking amphibious landings.

					ROOSEVELT
			...the Philippine Islands... Wake
			Island... And this morning the Japanese
			attacked Midway Island.

	EXT.  WHITE HOUSE - DAY

					ROOSEVELT
			The facts speak for themselves.  With
			confidence in our armed forces -- with
			the unbounding determination of our
			people -- we will gain the inevitable
			triumph -- so help us God.  I ask that
			the Congress declare that since the
			unprovoked and dastardly attack by Japan
			on Sunday, December 7, 1941, a state of
			war --

	The words echoes out across America --

					ROOSEVELT'S VOICE
			War...war...war...

	It rings through the radios of farm houses, to country boys
	gathered round; in the pool halls of big cities; in the fire
	houses and high schools...

	THE LINES AT RECRUITING STATIONS all across America -- men
	line up faster than the recruiters can handle them.

	INT.  WHITE HOUSE - DAY

	Roosevelt meets with his advisors.

					ROOSEVELT
			Gentlemen, the crisis we face is not the
			fact that our enemies believe they can
			defeat us -- it's the fact that our people
			believe it too.  I want a plan -- a
			workable plan -- to hit the heart of
			Japan, to bomb them the way they have
			bombed us.

					ADMIRAL
			Mr. President, Pearl Harbor caught us
			because we didn't face facts.  This isn't
			a time for ignoring them again.  There
			are no planes in the entire American
			arsenal capable of covering the distance
			to Japan from any land base we control
			while carrying enough bombs to do any
			damage whatsoever.

					GENERAL MARSHALL
			He's right, Mr. President.  The Army has
			long range bombers, but no place to
			launch them from.  Midway's too far,
			China is overrun by Japanese forces, and
			Russia refuses to go to war with Japan
			and won't allow us to launch a raid from
			there.

					ADMIRAL
			The navy's planes are small, carry light
			loads, and have short range.  We would
			have to get them within a few hundred
			miles of Japan, and therefore risk our
			carriers.  And if we lose our carriers,
			we have no shield against invasion.

					ROOSEVELT
			What if the Japanese did invade?

					GENERAL MARSHALL
			We've done studies.  We're confident we
			would turn them back eventually...after
			they'd gotten as far as Chicago.

					ADMIRAL
			Mr. President...with all respect...what
			you are asking can't be done.

	Roosevelt places his hands on the arms of his wheelchair, and
	struggles to lift himself.  Aides jump to help him, but he
	waves them off.  With inhuman physical effort, that has his
	neck veins bulging and sweat popping on his face, Roosevelt
	stands on his withered legs.

					ROOSEVELT
			Do not tell me...it can't be done.

	EXT.  PEARL HARBOR - HICKAM BASE - DAY

	There is a mass memorial service going on, with caskets
	draped in flags.

	There are also coffins covered in Japanese flags, their
	drowned fliers being treated now with respect.

	Everyone is in their best uniforms.  The pilots -- Rafe,
	Danny, and the other guys -- are looking at Billy's coffin;
	Evelyn, next to Danny, on his appropriate side is looking at
	one that belongs to Betty.  So is Red; he's grieving.

					MINISTER
			...Where is God in this?  Our enemies
			believe a divine wind protects them.  We
			see our friends laid out before us, and
			find it hard to believe in anything at
			all.

	Rafe and Evelyn exchange a glance, past Danny.

					MINISTER
			Though we cannot understand why our
			friends should die while we live, we can
			affirm our truest selves in our belief
			that any God worth divinity would choose
			both justice and mercy, and would take
			these fallen brothers and sisters into
			eternal peace.  Amen.

	As the mourners disperse, Evelyn puts a lei on Betty's
	casket; Red does the same, then breaks down beside Danny.  As
	Danny comforts him, Evelyn moves to Rafe.

					EVELYN
			Rafe --

					RAFE
			I need to tell you something.  I didn't
			know what it was to lose somebody, to see
			death and find how much it scares you.
			That you haven't lived and loved enough.
			I didn't understand.  Forgive me.

					EVELYN
			Rafe... No.  You forgive me.

					RAFE
			Of course I forgive you.  I know what you
			feel for Danny is real.  And your choice
			is your choice.

					EVELYN
			That's what I have to tell you, Rafe.  It
			wasn't a choice.  It --

	An Army Corps MAJOR steps up and interrupts.

					MAJOR
			Lieutenant Rafe McCawley?

					RAFE
			Yes, Major.

					MAJOR
			Lieutenant Daniel Walker here too?

	Danny sees him and moves up.

					DANNY
			I'm Walker.

					MAJOR
			You're going Stateside.  We fly out in
			half an hour.

	He hands them both orders.

					RAFE
			What for, Sir?

					MAJOR
			Ask Colonel Doolittle.  Those orders are
			from him.

	EXT.  HICKAM FIELD - DAY

	The wrecked planes have been pushed off the runway and lie in
	piles.  A transport plane is fueling, and Rafe and Danny wait
	in the shade of a shelter.

					DANNY
			I told her not to come.

	The Major, watching the fueling, gets a wave from the ground
	crew and turns and motions to Rafe and Danny that they're
	ready.  They pick up their duffel bags -- and then Evelyn
	comes around the corner of the shelter.

	Rafe sees her first, but stops and looks away as Danny moves
	to her.  For a moment he studies her eyes, and she does not
	look away.

					DANNY
			This hasn't been easy for any of us.  I
			feel awful for how it's happened.  But
			I've seen my first spring too.  Thanks
			for knowing that's true.

	He takes her into his arms, kisses her tenderly but briefly,
	a final time.  Evelyn's eyes find Rafe, but he can't look at
	her until the embrace is over.

	Rafe and Danny move to the plane and hurry up the steps.
	They turn before the door closes and wave to her.

	Evelyn's still standing there as the plane lifts away.

	INT.  U.S. MILITARY INSTALLATION - NIGHT

	The transport has landed and taxied right to the door of a
	low, dark bunker, mostly underground.  The Major leads Rafe
	and Danny inside.

	INT.  BUNKER

	Rafe and Danny follow the Major down a spartan corridor; the
	whole place reeks of secrecy.

	INT.  BUNKER - SECRECY ROOM - NIGHT

	The Major opens the door for Rafe and Danny, then leaves,
	closing it behind him.  Doolittle is alone at a desk.  Rafe
	and Danny walk in and salute.  Doolittle motions to the two
	chairs in front of the desk without looking up from the
	papers he's studying.

					DOOLITTLE
			I heard what you did.

					RAFE
			We can explain, Colonel.

					DOOLITTLE
			Explain what?

					DANNY
			Whatever is was you heard about us.

					DOOLITTLE
			You mean the hula shirts you were flying
			in?... Or the six planes you shot down?
			You're both being awarded the Silver
			Star, and promoted to captain.

					RAFE
			Is that the good new, Sir, or --

					DOOLITTLE
			You're just about the only pilots in the
			Army with actual combat experience, so
			you're volunteering for a mission I've
			been ordered to put together.  Do you
			know what top secret is?

					RAFE
			Well sure, Colonel --

					DOOLITTLE
			Top secret means you help me pick the
			other pilots, train, and go -- without
			knowing where you're going until it's too
			late.

					DANNY
			You can count on us.

					DOOLITTLE
			There's only one other thing I can tell
			you.

	Doolittle looks up from his paperwork for the first time.
	His eyes are fierce.

					DOOLITTLE
			You won't need any goddamn hula shirts.

	EXT.  ESTABLISHING EGLIN FIELD, FLORIDA - DAY

	Eglin Field is on the gulf coast of Florida.

	INT.  BRIEFING ROOM - EGLIN FIELD - DAY

	A room full of PILOTS are assembled, with and other CREWMEN.
	Danny and Rafe are there; Red and Anthony too.

					VOICE
			Attention!

	Colonel Doolittle strides into the room as all the men snap
	to attention.

					DOOLITTLE
			Be seated.  The mission you've
			volunteered for is dangerous.  How
			dangerous?  Look at the man beside you.
			It's a good bet that six weeks from now,
			either you or he will be dead.

	Danny and Rafe whisper to each other --

					DANNY
			Sorry you're gonna die -- cause I'm gonna
			make it.

					RAFE
			What color flowers you want me to bring
			to your funeral?

					DOOLITTLE
			In flight school you qualified in single
			and in multi-engine planes.  You'll be
			flying multi-engines here.

					RAFE
				(whispering)
			Bombers.

					DOOLITTLE
			I want to introduce a couple of people.
			Doc White is a flight surgeon; he has
			volunteered for gunnery training so that
			he can go on the mission, because we
			can't spare the weight of an extra man.

					DANNY
				(whispering)
			A long range bomber mission.

					DOOLITTLE
			...And Ross Greening, who will oversee
			your equipment.  Any questions?

					DANNY
			Who'll be the first one in, Colonel?  I'd
			like to volunt --

	Rafe elbows his ribs so hard it takes his breath away.

					DOOLITTLE
			I thought I'd made it clear, I'm not
			just putting this mission together -- I'm
			leading it myself.

					RAFE
			I take it back, about the flowers.  We're
			all gonna die.

	EXT.  EGLIN FIELD - RUNWAY - DAY

	CLOSE - A B-25 bomber, from different angles.

	The pilots look them over, liking what they see.

					DOOLITTLE
			This is what we'll fly -- the B-25.
			There's one thing you have to be aware of
			from the very beginning.  You see that
			private?

	They look down the runway a few hundred feet.  A private
	waves, and starts painting a red line across the runway.
	Another private, close by, paints a green line.

					DOOLITTLE
			Green means go.  Red means dead.

	MONTAGE - THE TRAINING - EGLIN FIELD - DAY

	The pilots practice takeoff's.  Red is Rafe's copilot;
	Anthony is Danny's.  Nobody can get airborne before the red
	line.

	INT.  EGLIN FIELD - LECTURE ROOM - DAY

	Doolittle is instructing the men.

					DOOLITTLE
			You're having trouble getting airborne in
			the shorter space because you're not
			revving the engines enough.  You've got
			to push them to the limit before you ever
			start to move.

	Rafe is distracted; he's lost in though, looking at Danny --
	and looks away just before Danny realizes it.

	MONTAGE CONTINUES - EXT.  EGLIN FIELD RUNWAY - DAY

	Pilots practice hard, revving the engines, taking off
	hard...all of them crossing the red line, takeoff after
	takeoff.  Rafe pushes his engine hard and still crosses by
	twenty feet; Danny pushes even harder, and misses by ten
	feet.

	Doolittle watches with Greening from the edge of the runway.

					DOOLITTLE
			We've got to get the weight down.

	INT.  HANGER - EGLIN FIELD - DAY

	Greening has removed the intensely complex Norden sight from
	a bomber and put in on a table for Doolittle.

					GREENING
			Okay, forty pounds gone.  And in it's
			place, this.

	He shows Doolittle an aluminum strip on a swivel.

					GREENING
			Weight, 3 ounces.  Cost, 20 cents.

					DOOLITTLE
			Does it work?

	EXT.  EGLIN FIELD - DAY

	Doolittle pilots a B-25 at treetop level onto a practice
	bombing range.  Greening uses the makeshift sight, and drops
	a 500-lb sack of flour, right in the middle of the bull's-eye
	target chalked on the ground.

	EXT.  FLORIDA COAST - DAY

	The B-25's are practicing, flying at treetop level.  Red is
	Rafe's copilot, Anthony is Danny's.  Doolittle is flying the
	lead bomber.

					DOOLITTLE
			Right down to the treetops.  Low as you
			can.

	Rafe brings his plane down, smoothly.  Then Danny's plane
	appears -- under him.  Rafe jerks his nose up quickly.
	Rafe's angry; Danny's laughing -- but he scares the shit out
	of his crew.

	EXT.  EGLIN FIELD - NIGHT

	Danny's outside, looking up at the moon.  Rafe appears and
	moves up beside him.

					DANNY
			Fun today.  Like old times.

					RAFE
			Danny, what the hell are you trying to do
			out there?

					DANNY
			What do you mean?  I'm just doing what
			we've always done.

					RAFE
			No.  You're trying to beat me.

					DANNY
			We've always tried to beat each other.

					RAFE
			Bullshit.  We've played with each other,
			pushed each other.  This is different.
			Like you want to prove that you're
			better than me.  Who's that for --
			Evelyn?

	Danny's anger flares for a moment -- but Rafe's hit home.

					DANNY
			Maybe just trying to measure up.

					RAFE
			What's between you and her is between you
			and her.  But here's what's between you
			and me.  Everybody has a hero, Danny.
			And you're mine.

	Danny's caught off-guard.

					RAFE
			When we were growing up, I had
			everything.  You had nothing.  You
			climbed out of a hole I couldn't even see
			the bottom of.  I think maybe when I went
			off to England, I was trying to measure
			up to you.  Measuring up's over.  Let's
			just look out for each other.  Okay?

	They embrace, closer now than ever.

	MONTAGE - INTERCUT

	with the planes practicing their short takeoffs, we see
	Roosevelt in one of his fireside chats, his voice broadcast
	across America...

					ROOSEVELT'S VOICE
			Good evening, America...

	Families all across America are gathered around radios,
	listening.

					ROOSEVELT'S VOICE
			I'm told that 80% of American families
			are listening to these fireside chats of
			ours, and I'm happy we can come together,
			as one great American family.  I'd like
			each of you within the sound of my voice
			to find a map...

	The FAMILIES do, gathering around encyclopedias, school
	books, any reference they have, spread on kitchen tables,
	suburban living room rugs, or farmhouse hearths...

	And the B-25's, all sixteen of them, begin a journey in
	formation, flying at treetop level across America:
	Mississippi delta land, Texas plains, Arizona mesas...

					ROOSEVELT'S VOICE
			Look at the Pacific Ocean.  It covers
			half the surface of the earth.  And look
			at the great Atlantic.  The oceans both
			divide and connect us to our enemies, and
			either they will come to us, or we will
			go to them...

	The formation of B-25's reaches San Francisco.

	EXT.  SAN FRANCISCO NAVAL AIR STATION - DAY

	Doolittle leads the bombers to a landing.  IN RAFE'S PLANE,
	everybody's wondering why they're here.

					RED
			N-naval station?  What's g-going on?

					RAFE
			Wish I knew, Red.

	EXT.  SAN FRANCISCO AIR FIELD - DAY

	The crews climb from their planes, and almost before they're
	out, teams of men use straps and cranes to hoist the bombers
	onto flatbed trucks.  Doolittle walks up to Rafe and Danny,
	watching the baffling operation.

					DOOLITTLE
			Want to see where they're going?

	EXT.  SAN FRANCISCO HARBOR - EVENING

	Cranes lift the planes from the trucks and hoist them onto
	the flight decks of the carrier USS HORNET.  The pilots stand
	on the pier, watching.

					ANTHONY
			I guess that settles it.  Somewhere in
			the Pacific.

					RED
			With a s-short r-runway.

	They all gather around Doolittle as he moves up to them.

					DOOLITTLE
			You have rooms at the Biltmore.  I
			suggest a nice meal and a good night's
			sleep.  We leave tomorrow.

	Doolittle walks to join a captain.

	INT./ EXT.  SAN FRANCISCO HOTEL - NIGHT

	The pilots get off the bus and carry their duffels into the
	lobby.

					ANTHONY
			San Francisco, here we are!

					DANNY
				(grinning)
			I don't reckon we can get hogbrains and
			grits, but I hear a man can eat good in
			this town.

					RAFE
			I'm gonna turn in.  I hate being on the
			water.  I think this is the last sleep
			I'll get for awhile.

	INT.  LOBBY - NIGHT

	The other guys drop their duffels with the bell hops; Rafe
	moves to the reception desk.

					RAFE
			McCawley.

	The manager hands him a key, and smiles curiously.

					MANAGER
			Have fun.

	INT.  HOTEL ROOM - NIGHT

	Rafe enters his room and finds the light on...and Evelyn's
	there waiting.

					RAFE
			What?...

					EVELYN
			They were bringing back a ship full of
			wounded and needed extra nurses along.  I
			wrote Colonel Doolittle, and told him I
			needed to see you before you go.

					RAFE
			It must of been a convincing letter.

					EVELYN
			It was.  I couldn't have you go away,
			wherever it is...to war...without knowing
			something.  You think I made a choice, of
			Danny over you.  I didn't.  I didn't have
			a choice.  I'm pregnant.

	The blood drains from Rafe's heart.  Yet he finds the
	strength to move to her.  She turns away, so she won't throw
	her arms around him.

					RAFE
			Does Danny know?

	She shakes her head, refuses to cry.

					EVELYN
			I wasn't sure, until the day you turned
			up alive.  I never had a chance to tell
			him.  Now I can't have him thinking about
			this when he needs to be thinking about
			his mission, and how to come back from
			it.

	She turns and faces him again.

					EVELYN
			I want you thinking about that too.  Just
			come back.
				(beat)
			Rafe, I see it in your face.  You're
			thinking you don't have anything to live
			for.  Don't you dare think that way.
			I'll never write a letter, or look at a
			sunset, without thinking of you.  I'll
			love you my whole life.  And I want you
			to live.

	She looks at him, her eyes bright with tears, but still she
	refuses to cry.  They both know they can't touch, or they'll
	never let go.  She walks past him, out of the room, closing
	the door softly behind her.

	EXT.  SAN FRANCISCO HARBOR - DAY

	The USS HORNET clears the Golden Gate Bridge, with cruisers
	and destroyers rounding out its battle group.

	Rafe and Danny stand on the flight deck, watching the city
	recede behind them.

	Evelyn is on a hilltop watching them go.  Danny can't see
	her, doesn't know she's there.  Rafe can't see her either --
	but he knows.

					SHIP'S INTERCOM
			Army pilots to the briefing room.

	INT.  THE CARRIER HORNET - BRIEFING ROOM - DAY

	The pilots are gathered expectantly in the carrier's
	conference room.  Doolittle strides in.

					DOOLITTLE
			Gentlemen, I can now tell you that the
			target of this mission is Tokyo.

	The pilots love it.  The ones who have not seen battle are
	grinning and vocal.  Rafe, Danny, Anthony, and Red are
	quieter, savoring the prospect of revenge.

					RED
			And where's the secret base, Sir?  The
			one we t-takeoff from.

					DOOLITTLE
			The navy will get us to within 400 miles
			of the Japanese coast.  We'll launch off
			the carriers from there.

	Suddenly the pilots don't like the sound of this.

					ANTHONY
			Sir, has this ever been done, launching
			an army bomber off a navy carrier?

					DOOLITTLE
			No.  Any other questions?

					RED
			C-Colonel, we been p-practicing
			takeoff's, but I ain't sure we can land
			on these carriers d-decks.

					DOOLITTLE
			We won't have the fuel to get back to the
			carriers; they'll turn and run back to
			Hawaii the minute we're airborne.

					RED
			Then wh-where do we land?

					DOOLITTLE
			I have a phrase I want you all to
			memorize:  "Lushu hoo megwa fugi."  It
			means "I am an American."  In Chinese.

	Absolute silence among the pilots.

	EXT.  FLIGHT DECK OF THE HORNET - DAY

	The sailors who man the flight deck look at each other with
	bafflement as the worried pilots pace from one end of the
	deck to the other.  They're in a line like ducks, Rafe in the
	lead and the others following, counting steps, each man
	measuring the distance.  Shaking their heads, worrying.

	They stop at the end and look down at the sea far below them;
	it's dizzying.  Anthony shoves Red for fun before grabbing
	his shoulder to stop him from falling.

					RED
			A-a-asshole!... Maybe it's l-longer
			going this way.

	He starts pacing back the other way, as if the ship's longer
	in that direction.  The other pilots watch him for a moment,
	then follow him, counting again.

	Rafe and Danny are left standing alone at the end of the
	flight deck.  Far over the surging sea.

					DANNY
			It's shorter than our practice runway.

					RAFE
			They'll turn the ship into the wind
			before we launch.  That'll help.

					DANNY
			We'll be loaded with 2,000 pounds of
			bombs and 1,500 pounds of fuel.  I got
			another Chinese phrase for Doolittle.
			"Mug wump rickshaw mushu pork."  It
			means "Who the fuck thought up this
			shit?"

	Doolittle appears right beside them.

					DOOLITTLE
			He was a navy man.

	Doolittle walks away.

					RAFE
			Maybe we'll be lucky with the weather.

								SMASH TO:

	EXT.  PACIFIC - A FEROCIOUS STORM - NIGHT

	The Hornet tosses, bashed by a vicious storm.

	INT.  CARRIER HORNET - BRIEFING ROOM - DAY

	The ships is rolling; most of the fliers are green.
	Doolittle stands at the podium.

					DOOLITTLE
			Since we'll be on our own once we're in
			the air, I thought I had a good idea
			letting each crew select it's own target.

	He looks at a pile of paper slips in front of him.

					DOOLITTLE
			Now we have fifteen requests for the
			Emperor's Palace...and one for Tokyo
			baseball stadium.

					RED
			I d-don't think Japs ought'a be allowed
			to p-play baseball.

					DOOLITTLE
			I'd like to bomb their Emperor too.  But
			I think that'd just piss 'em off.  The
			idea here, Gentlemen, is not revenge.
			We're here to prove to them that they're
			neither invincible nor superior.  So
			let's try this again.  Military targets
			only.

					RED
			Colonel, to f-fight you need strategy.
			To have strategy, ya gotta practice.  And
			to practice it, ya gotta play --

					DOOLITTLE
			No baseball diamonds, Red.

					RED
			Y-Yes Sir.

	EXT.  PACIFIC - DAY

	The storm is subsiding, but it's still raining.  From the
	bridge of the Hornet, they spot the ENTERPRISE.

					ADMIRAL
			The Enterprise will ride shotgun when we
			launch the bombers.  They wanted our
			carriers at Pearl, and now we've come to
			them.  If the Japanese get us, they'll be
			having dinner in San Francisco next
			month.

	EXT.  FLIGHT DECK - THE HORNET - DAY

	The preparations begin.  Deck crews move the B-25's to the
	rear of the flight deck.  Fueling teams top off the bomber's
	gas tanks.  Ordnance men hoist four bombs into each aircraft,
	and the army gunners load ammunition for the machine guns.
	Greening checks the planes' mechanical and hydraulic systems.

	And once again the pilots are out pacing the deck distance.
	It's turned into a game for them, walking off nerves.  As
	Rafe and Danny pass.

					RAFE
			It's not getting any longer.

					DANNY
			Longer?  It's getting shorter.

	INT.  HORNET - BRIEFING ROOM - DAY

	Doolittle is laying out the plan for all the pilots.

					DOOLITTLE
			We'll take off late this afternoon.  I'll
			hit Tokyo at dusk, and drop incendiary
			bombs.  You'll come after me at night,
			guided by the fires.  Then it's on to
			China, where you'll arrive at dawn,
			guided to their airfields by the homing
			beacons the Chinese are going to switch
			on for us.  That's if everything is
			perfect -- like every other military
			mission I've ever been involved with.

	Doolittle looks around the room.  No one's smiling.

					DOOLITTLE
			Listen you guys.  I'm the first plane --
			then McCawley, Walker, the rest of you.
			I'll have the shortest run.  If I don't
			make it, you don't go.

					RAFE
			Colonel...we're all going.  Whether you
			make it or not.

					DOOLITTLE
			I know.

	EXT.  BRIDGE OF THE CRUISER NASHVILLE - DAY

	The cruiser Nashville is at the perimeter of the task force.
	It's lookouts spot Japanese patrol boats ahead.

	INT.  BRIDGE OF THE ENTERPRISE - DAY

	The message is handed to Admiral Halsey.

					OFFICER
			Sir, lookouts on the cruisers report
			patrol boats, ten miles away!

					HALSEY
			The Japs have set up a picket line!
			Order the cruisers to open fire!  We've
			got to sink them before they get a
			message away.

	EXT.  PACIFIC - DAY

	The cruiser NASHVILLE begins firing rounds at the Japanese
	patrol boat; round after round misses.

	INT.  HORNET'S RADIO ROOM - DAY

	The operators hear the excited voices of Japanese radio
	traffic.

					RADIO OPERATOR
			They've reported our position!  Tell the
			Admiral.

	EXT.  HORNET - DAY

	Doolittle hurries up to the command bridge, with the naval
	officers sent by the Admiral to fetch him.  Doolittle sees
	the cruisers next to the carrier firing its guns -- at
	Japanese boats in the distance.

	INT.  BRIDGE OF THE HORNET - DAY

	Doolittle finds the Admiral gathered with his staff, their
	mood is grim.

					DOOLITTLE
			How far are we from Tokyo?

					ADMIRAL
			Seven hundred miles.

	INT.  PILOT'S WARD ROOMS - SERIES OF DISSOLVES

	Rafe, Danny, and the other pilots are alone at their bunks,
	taking advantage of the lull before the mission.

	Rafe has paper and pen to write a letter, but he can't think
	of anything to write.

	Danny holds the "Picture of Paradise" that Sammy took, of
	Evelyn and the nurses in the sun.  He tucks it inside his
	shirt, when he hears --

					LOUDSPEAKER
			Army pilots, man your planes!

	EXT.  FLIGHT DECK - THE HORNET - DAY

	The pilots run onto deck.  The cruiser next to the Hornet is
	still firing away at the Japanese patrol boat.

	Doolittle runs onto deck, shouting orders.

					DOOLITTLE
			Load in every bit of extra gas you can
			carry!  And strip everything you don't
			need out of the planes.  I mean
			EVERYTHING!

	EXT.  HORNET - FLIGHT DECK - STRIPPING THE PLANES - DAY

	It's starting to rain but the guys don't notice at all.
	They're stripping seats out of the planes, tossing out their
	own gear.

	Greening pulls the machine guns out of the rear of the planes
	and puts in broomsticks painted black.

	Off in the distance the Japanese patrol boat takes a hit and
	explodes.  Rafe and Danny meet between their bombers.

					DANNY
			Broomsticks instead of tail guns.

					RAFE
			We'll get separated over the target, but
			you and I will rendezvous for the run to
			China.  I'm on your wing.

					DANNY
			And I'm on yours.  Land of the free.

					RAFE
			Home of the Brave.

	They climb into their bombers.

	EXT.  HORNET - FLIGHT DECK - DAY

	The engines are revving.  The tachs are showing redline.  The
	crews are in their planes.  Doolittle is first, just ahead of
	Rafe and Danny's B-25's.

	The battle pennants whip, the props blur, the wheels strain
	against the brakes; from the cockpits the flight deck looks
	impossibly short...and the American flag cracks in the wind.

	And now every pilot looks at Doolittle's plane...

	Doolittle starts the run down the flight deck...faster...the
	end looming.  He turns the plane almost vertical, standing it
	on its props...and lifts away smoothly.

	The sailors on deck cheer, like the Japanese did before Pearl
	Harbor.

	Rafe, Danny, and the others take off too.

	EXT.  SKIMMING OVER THE WAVES - DAY

	The B-25's head toward Japan.

	EXT.  PACIFIC - THE AMERICAN TASK FORCE - DAY

	Admiral Halsey, on the deck of the ENTERPRISE, watches as the
	last plane takes off.  The planes recede in the distance,
	racing just a few feet over the water, toward Japan.

					HALSEY
			Of all the other things this mission is
			doing that have never been done before...
			I've never sent out planes that I wasn't
			going to see safely home.  Let's get out
			of here.

	The task force runs for home.

	EXT.  SKIMMING OVER THE WAVES - DAY

	At first the planes are together; Rafe and Danny can see each
	other off each other's wing, and Doolittle's plane is ahead.
	The others are grouped after them.  They maintain strict
	radio silence, and can communicate only with gestures, hand
	signals, or a flasher for Morse code.  When Rafe speaks to
	the crew of his own plane, it's by pressing an intercom
	sender to his throat.

					RAFE
			What's our ETA for Tokyo?

	The bombardier/navigator is already working out the numbers
	at his plotting table in the center of the plane.

					NAVIGATOR
			Almost exactly at 12 noon.

					RED
			High n-noon.  I k-kinda like that.

	Rafe looks over to Danny and gives him a thumbs up.

	INT.  DANNY'S PLANE - DAY

	Danny calls back to his GUNNER, who is watching the fuel
	supply.

					DANNY
			We got a 25-mile-an-hour head wind.  How
			we doing with fuel?

					GUNNER
			How do you think?

	The gunner is already pouring gas into the tanks from the
	extra cans.

	Anthony stands and moves back to the rear of the plane, pulls
	a piece of chalk from his pocket and writes on the nose of
	the bombs -- "For America,"  "For Pearl Harbor,"  "For the
	Arizona,"  "For Billy."

	-- Rafe flies, lost in thought...

	-- Evelyn is back at Pearl, struggling to keep her mind on
	   her work.

	-- Danny is looking at his gauges, then at the picture in
	   his shirt.

	EXT.  TOKYO - VARIOUS SHOTS - DAY

	It's a pleasant day, and the people of Tokyo are in a
	confident, happy mood.  They're shopping, smiling, enjoying
	beautiful spring weather.  The Emperor is on the garden of
	his palace having lunch.

	EXT.  SKIMMING OVER THE WAVES - DAY

	The American planes are coming.

	INT.  DOOLITTLE'S PLANE - DAY

	He and his navigator confer.

					DOOLITTLE'S NAVIGATOR
			Time for the others to break off.

	His copilot uses the flashes to signal the other planes.
	They break off for their individual targets, every plane now
	on it's own.

	INT.  JAPANESE AIR DEFENSE STATION - DAY

	This is the nerve center of Tokyo's defense.  An OFFICER
	receives a message and reports to his supervisor.

					JAPANESE DEFENSE OFFICER
			Coastal stations report a low flying
			plane coming in off the sea.

					SUPERVISOR
			From the sea?... That couldn't be right,
			it must be part of the air raid practice
			this morning.

	EXT.  SKIMMING OVER THE WAVES - DAY

	The planes reach the Japanese coastline, and start skimming
	over treetop level.

	EXT.  TOKYO - DAY

	The office of an anti-aircraft battery blows its whistle; his
	crew mount their guns and swerves them around.  The officer
	whistle's again and checks his watch.

					ANTI-AIRCRAFT OFFICER
			Not bad.

	The crew dismount their guns; just a drill.

	EXT.  TOKYO - VARIOUS SHOTS - DAY

	The Japanese people are unaware of the drill.  People are
	browsing through open-air shops, where new radios are turned
	on, playing music.  And Tokyo Rose is talking -- in English
	and Japanese.

					TOKYO ROSE (ON THE RADIO)
			It is another beautiful day in Tokyo, as
			all of Japan basks in a new day of
			victory.

	INT.  THE PLANES - DAY

	Coma, Danny's navigator, picks this up.

					COMA
			Listen to this -- it's Tokyo Rose.

					TOKYO ROSE (ON THE RADIO)
			Our brave sailors and soldiers, inspired
			by our divine Emperor, have pushed the
			Americans from the Pacific.

	These words go through the plane; and in the other planes
	they hear it too.

					TOKYO ROSE (ON THE RADIO)
			But hiding at home will not save them.
			Each time the Americans have tasted the
			samurai spirit, they have learned the
			bitter taste of defeat, while Japan is
			embraced by the divine wind that has
			protected our island for seven centuries.

	EXT.  TOKYO - DAY

	The planes reach Tokyo, and flash across the rooftops.

	INT.  DANNY'S PLANE - DAY

					ANTHONY
			We'll give that bitch something to
			announce.

	Danny and Rafe give each other a wave, and divert toward
	their separate targets.  Each plane is on its own now.

	EXT.  TOKYO - DAY

	Doolittle's plane flashes right over the Emperor's palace.
	The Emperor sits in the garden, meditating.

	EXT.  TOKYO - VARIOUS SHOTS - DAY

	Mothers walking their children see the planes flash by
	overhead, and like the people at Pearl, they think they are
	friendlies.  A toddler points up and smiles.  His mother
	picks him up and hugs him happily.

					JAPANESE MOTHER
			Yes!  So beautiful!

	INT.  THE PLANES - DAY

	Rafe's bombardier works his 20-cent bombsight, as Rafe holds
	the plane steady, bringing it up to 200 feet.

	They scan for fighter or anti-aircraft fire.  There isn't
	any.

					RAFE
			Open bomb bay doors.

	DANNY'S PLANE runs toward its target...

	DOOLITTLE'S PLANE races over Tokyo...

					GUNNER
			Bomb bay doors open, sir.

					RAFE
			It's all yours.

	The bombardier hits the first switch.  The bomb falls toward
	a factory.

	It strikes home, right on target.  The blast is shocking --
	it blows debris higher than the plane.

	EXT.  TOKYO - THE BOMBING - VARIOUS SHOTS

	The individual planes drop their bombs, four per plane, on
	shipyards, factories, oil supplies, weapons facilities.
	Their bombing is highly accurate.

	On the ground, at the open-air market, for a brief moment
	Radio Tokyo goes silent; then --

					TOKYO ROSE (ON THE RADIO)
			We interrupt this broadcast... Tokyo is
			being bombed!

	EXT.  THE EMPEROR'S PALACE - DAY

	The Emperor looks up at the sound of air raid sirens and
	distant explosions.

					EMPEROR'S ATTENDANT
			Surely just a drill, Divine One.

	INT.  RAFE'S PLANE - DAY

					NAVIGATOR
			Last bomb away.

	It slams into a factory, blowing debris everywhere and
	turning the factory into an inferno.

	Rafe's tail gunner sees Zeros swarming in with vengeance.

					GUNNER
			We got Zeros!  And they're pissed off!

	Rafe changes course quickly.

	INT.  DANNY'S PLANE - DAY

	Anti-aircraft FLAK bursts in the sky in front of them; Danny
	takes evasive action.

	INT.  RAFE'S PLANE - ABOVE TOKYO - DAY

	Rafe pushes the engines to top speed and changes course
	again; but the B-25's can't outrun the Zeros.  Their fire
	chews into the bomber's tail, hitting the gunner.  Red
	scrambles back to find the gunner dead.

					RAFE
			Can you get 'em off us?

	Red reacting to bullets coming through the rear of the
	fuselage, looks at the brooms protruding from the rear of the
	plane.

					RED
			Whatta ya want me to do, sweep 'em!

	As the bombardier, navigator, and Red jump onto the other
	machine guns, Rafe looks for a way out.  He dives down toward
	the city.  The Zeros follow.

	EXT.  SKIES OVER TOKYO - DAY

	Rafe takes the B-25 right down among the buildings, sometimes
	even having to spin the wings to get through.  The Zeros
	can't keep up with this...

	But Rafe can't keep it up long, either; they break out into
	open ground rail yards, where there's no place for him to
	hide...

	The Zeros come in to chew him up...

	But they take fire from another B-25 -- Danny's -- coming in
	to save Rafe's plane.  Rafe now uses the radio.

					RAFE
			Danny, get the hell out of here!

	But Danny stays, mixing it up with the Zeros; with both
	B-25's together, their machine guns down one Zero and damage
	another.  But there are too many.

	Rafe sees clouds coming in, and fog.

					RAFE
			Danny, run for the clouds!

	The bombers race toward the clouds, and make it; the Zeros
	lose them.

	EXT.  SKIES - BROKEN CLOUDS - DAY

	Rafe and Danny keep broken contact through the clouds, and
	settle in for the long run to China.

	INT.  RAFE'S COCKPIT - DAY

					RAFE
			We burned a lot of fuel back there.
			Flash them and ask about their supply.

	INT.  DANNY'S PLANE - DAY

	Anthony reads the Morse code.

					ANTHONY
			"How's your fuel?"

	Danny looks across to Rafe and shakes his head.

	INT.  ROOSEVELT'S RESIDENCE - HYDE PARK, NY - DAY

	Roosevelt is at his desk when General Marshall enters.

					GENERAL MARSHALL
			We have bombed Tokyo, Mr. President.
			Radio Tokyo interrupted it's own
			broadcast to make the announcement.

					ROOSEVELT
			Have the planes made it to China?

					GENERAL MARSHALL
			There've been some complications, Sir.
			The Chinese didn't receive our request
			for homing beacons until is was too late
			to get them set.  And the planes had to
			take off so early they may lack fuel to
			make the mainland anyway.

					ROOSEVELT
			So those brave men are flying blind and
			running out of fuel.

					GENERAL MARSHALL
			The Chinese are sending out search
			parties to try to find the crews before
			the Jap patrols do, if any of the planes
			make it.

					ROOSEVELT
			God help them.

	EXT.  SEA OF JAPAN - DUSK

	They've climbed above the clouds; the fliers are exhausted.

	The sun is beginning to set.  Rafe stares at it...

	INT.  HOSPITAL - PEARL HARBOR - DUSK

	The place is white again -- the white of bandages and casts.
	Everyone is busy, and even the wounded are looking out for
	each other; a man with his arms in an airplane splint holds a
	spoon and feeds a badly burned buddy.  Evelyn and her
	overworked nurses are looking after the critical cases.  But
	as she covers the windows with blackout curtains, she stops
	for just a moment to stare at the sun's last rays.

	EXT.  SKIES OVER PACIFIC - NIGHT

	Colonel Doolittle can make out mountains below them.

					DOOLITTLE
			We'll fly till we run out of fuel, then
			bail out.

	Just then his engines start to sputter.

					DOOLITTLE
			Chute!

	He puts the plane on auto-pilot and the men move to the
	hatches.  Three guys go out; it's just Doolittle and his
	copilot left.

					DOOLITTLE
			Nobody else is gonna make it either.  If
			I live through this, they're gonna put me
			in Leavenworth Prison.

	They jump.

	INT.  DANNY'S PLANE - NIGHT

	Coma moves up to Danny.

					COMA
			We're running out of fuel.  And I can't
			find the beacon.

	Danny gestures across to Rafe that he hears nothing in his
	radio phones.  Rafe gestures the same thing back.

	They look down and the entire ground is covered with clouds.

					RAFE
			I don't know if we're over sea or land.
			Drop flares and try to spot something.

	EXT.  SKIES OVER PACIFIC - NIGHT

	They drop flares; they disappear into the cloud cover and
	tell them nothing.

	EXT.  SKIES - RAFE AND DANNY'S PLANE - NIGHT

	Danny's engines are sputtering; his gunner pours the last
	drops of gas into the tanks.

					DANNY
			Flash Rafe.  We're gonna bail.

	Red sees Anthony signal.

					RED
			They've gotta jump.

					RAFE
			Not unless we know he's over land!

	Rafe yells at Danny, as if he could hear --

					RAFE
			You are not bailing out into water!

					RAFE'S NAVIGATOR
			Coastline below!

	Through a break in the clouds they spot a rocky shoreline.

					RAFE
			We've got coast!  Signal him to climb and
			jump.

	Red signals; Danny's plane signals back.

					RED
			They don't have fuel to make altitude.
			He's gonna set it down in the water.

	Rafe looks over at Danny, who is gesturing; he gives up on
	the hand signals and grabs the flasher; Red reads the Morse
	code...

					RED
			Y-O-U... G-O.  You go on.

	Rafe grabs the flasher and angrily flashes back two letters.

					RAFE
			N-O!  We stay together!  I'll go in
			first.

	Rafe turns his bomber and Danny follows, their planes arcing
	down toward the rocky coast; it's hairy, the clouds masking
	their view, as the altimeter winds down... At the last moment
	they see rocks looming out of the surf.

	INT.  RAFE'S PLANE - NIGHT

	He's shouting to his crew --

					RAFE
			Hang on tight!  I'll put her in the
			smooth water and we'll swim in!

	INT.  DANNY'S PLANE - NIGHT

	His engines are sputtering, catching, sputtering; he fights
	to stay in control.

	EXT.  CHINA COAST - NIGHT

	Rafe's plane settles down toward the water; he guns the
	engine to level out, and the plane skims across the surface;
	then the propellers catch and the plane stops like it hit a
	wall, flipping over it's nose.

	DANNY'S PLANE is struggling; when he tries to add throttle,
	the engines sputter out.  The plane drops, skips once on the
	surface, then hits a shoreline rock belly first.

	Danny and Anthony are ejected through the top of the
	fuselage; Coma is hurled forward right through the glass nose
	of the plane.

	INT.  RAFE'S PLANE - NIGHT

	Rafe and Red come to in the plane inverted and sinking.  They
	react, unbuckling, grabbing for their crewmates as the plane
	is quickly filling.  The navigator and gunner are
	unconscious; the bombardier is dead.  Red struggles with the
	hatch and can't make it budge.

					RAFE
			It won't open til the plane fills!

	They struggle to breath as the water envelops them.  But as
	the water reaches the top, Rafe takes a last breath and dives
	to the hatch; it comes open, and they swim up, dragging the
	rest of the crew.

	EXT.  CHINA COAST - NIGHT

	They break the surface, and struggle to shore with the
	unconscious navigator and gunner.

	Rafe's looking everywhere; he sees Danny's plane crashed
	against the rock.  He fights his way through the surf to
	Danny's plane, Red following.

	Rafe finds Danny face up in the water.

	Red finds Anthony on the rock.  He's face up, but as Red
	lifts him he finds the back of Anthony's head is gone.

	The rest of Danny's crew are floating in the surf, dead.
	Rafe and Red pull Danny to shore.

					RAFE
			Danny!  DANNY!

	Danny's eyes flutter open; he sees Rafe and mumbles --

					DANNY
			I've made better landings.

	Danny's hand gropes to his throat; Rafe finds a V shaped
	shard of the fuselage hooked into his neck.

	Rafe grabs it, trying to bend it open; the sharp metal cuts
	his hands, but he keeps straining.  It won't work, He pulls
	his .45 from his jacket and tries to pry the metal.  It works
	a bit; he tosses the pistol aside and grabs the shard again,
	and opens it.

					RAFE
			You hang on, Danny!  You hang on!  You're
			gonna make it!

	Rafe's head snaps forward, crunched with the butt of a rifle;
	a Japanese patrol, four men, have arrived.  They're angry,
	scared, hyped.  They knock Red down too, yelling and
	brandishing their rifles at the fliers on the beach, living
	and dead.

	The Japanese officer is barking orders.  They find the
	Captain's insignia on Danny's jacket, and begin binding him
	to a yoke, his wrists tied to the wood like a crucifixion, a
	wire around his neck.  They find the navigator unconscious,
	but alive.  The officer snaps a single word and a soldier
	shoots the navigator.

	The others wire Rafe's ankles together... Rafe is
	emotionless.

	RAFE'S CONSCIOUSNESS fades in and out.  He hears Danny
	choking, and his mind sees Danny as a boy those long years
	ago, being carried by the neck across the field by his
	father...

	Then Rafe sees THE PRESENT:  Danny being half-carried, half-
	dragged by the neck by two Japanese.  The officer is pulling
	Red along, hands bound behind him.  And Rafe starts moving,
	being dragged on his back, pulled by his feet along the rocky
	sand.

	His hand slides by the pistol he tossed behind the rock.

	The whole world slows down.

	He clutches it, shoots one of the men towing Danny.  And as
	the man dragging Rafe turns around, Rafe shoots him in the
	face.

	The officer spins, raising his rifle; the soldier pulling
	Red, shoves him onto his face in the sand and aims his rifle
	too.  The officer is pulling the trigger to kill Rafe when
	Danny slams him down from behind.

	The fourth soldier shoots Danny in the gut, then takes aim
	for Rafe's heart -- and is shot through the chest from
	behind.

	The Japanese officers rises in surprise and is cut down by
	scythes carried by the Chinese peasant soldiers who are just
	arriving.

	Rafe struggles to Danny, moving the Chinese aside.  Danny
	lies on his back, clutching his wound as if to hold onto his
	life.

					RAFE
			Danny...

					DANNY
			I can't make it.

					RAFE
			Yes you can.

	But Danny is silent, his eyes drifting shut, and in that
	moment Rafe thinks he is gone already.  Then Danny's eyes
	drift open, finding him.

					DANNY
			Take care of Evelyn.

	The words almost kill Rafe, filling him with grief.  From
	somewhere he finds the strength to say --

					RAFE
			I will.  And your baby.
				(beat)
			You're gonna be a father.

	Did Danny hear?  His eyes are closed again.  But his head
	comes up; Rafe takes it, and Danny pulls him closer to
	whisper --

					DANNY
			No.  You are.

	Rafe cradles Danny in his arms.  Danny's eyes are open, but
	Rafe sees no light there.

					RAFE
			Danny... Land of the free... Land of the
			free...

	But Danny will never answer him again.  Rafe hugs Danny
	tight, and weeps.

	EXT.  VARIOUS SHOTS - DAY

	The news of the raid hits Washington...and the rest of
	America.  If it isn't wild celebration; when people see the
	headline:  AIR RAID ON TOKYO, and DOOLITTLE DOES MUCH; their
	faces change, as if finally told what they already knew --
	that America would prevail.

					VOICE OVER
			The Doolittle Raid was the pivotal moment
			of America's war with Japan.  Before it,
			America knew nothing but defeat; after
			it, nothing but victory.
				(beat)
			One crew of Doolittle's raiders made it to
			Vladivostok, Russia, where they were
			interred for much of the war.  Thirteen
			planes crash landed in China, where the
			Chinese people helped the Americans
			escape, and had their villages destroyed
			and citizens executed by the Japanese
			forces of occupation.  Two crews were
			captured by the Japanese and three fliers
			were executed without trial, called "war
			criminals" by the Japanese.  Jimmy
			Doolittle was promoted to General, and
			given the medal of honor.

	We see the ceremony at the White House, as Roosevelt presents
	Doolittle with the metal.

	EXT.  TENNESSEE - DAY

	Out by the crop dusting landing field is a memorial to Danny
	Walker, with an American flag flying high above it.  Standing
	at the memorial are Rafe and Evelyn.  Rafe holds a child in
	his arms, a boy, named Danny.

								FADE OUT.

					THE END