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KNIGHT RIDER: MERCHANTS OF DEATH

EXEC. PRODUCERS: Glen A. Larson, Robert Foster
SUPV. PRODUCER: Joel Rogosin
CO-PRODUCERS: Stephen Downing, Rob Gilmer

Production #57807
5th Draft - June 1, 1983 (F.R.)

Teleplay: .................. William Schmidt
Director: .................. Alan Myerson

                              
                                ACT ONE

     FADE IN

     EXT. AAA WAR SURPLUS SALVAGE YARD - NIGHT

     A hangar sits center among a group of outbuildings and an
     open-air tent.  Under the tent are crates.  Not far from the
     tent are parts of old military equipment, an airplane tail
     section, covered military trucks and a functional tank.
     The entire compound is enclosed by a barbed-wire-topped
     mesh fence.  Two guards, Richards and Layton, patrol the
     grounds.  Each carries a sidearm.

     Above the main gate is a sign, "AAA SURPLUS", highlighted
     by a spotlight.

     ANGLE - BACK FENCE

     A shadow moves stealthily close to the fence.  Once it
     steps into the reflected light, we see that the figure is a 
     handsome woman in her late forties, her hair up in a bun.
     This is Amelia Clermont.  She carries a camera with a
     telephoto lens.  When she sees that a back gate is locked,
     she attempts to focus the camera through a fence link.
     She can't get a good shot and as she climbs atop an old
     piece of equipment lying outside the fence, she slips and
     knocks something over.

     ANGLE - THE GUARDS

     They snap to attention and run over to the back fence, just
     as Amelia races out of the light, towards the desert.
     Richards brings a Handi-talkie to his lips.

                               RICHARDS
               It's that prowler again.  What d'you
               want to do?

     INTERCUT - JACK KRAGEN

     A grim-faced, ruggedly good-looking man in his forties.  He
     stands by a workbench in a hangar.

                               KRAGEN
                      (Handi-talkie)
               I'll take care of it.

     And he picks up a pilot's helmet, sitting on the workbench.

     ANGLE - AMELIA

     She runs past a gulley to the road and climbs into her
     sports car, hidden behind some sagebrush.

     INT. AMELIA'S CAR - NIGHT

     She guns the engine, throws the car into first, then rips
     out onto the two-lane road.  The quiet of the desert soon
     envelopes the car and she is able to breathe a sigh of 
     relief.

     EXT. WAR SURPLUS SALVAGE YARD - NIGHT - ANGLE ON HANGAR

     A loud thumping sound is heard from inside the hangar.

     INT. HANGAR - NIGHT - ANGLE IN SX-411 COCKPIT

     The noise is much louder.  The cockpit is a metal and glass
     cocoon, the main section of a helicopter which we will not 
     see in its entirety now, but which we will come to know as
     the SX-411.  Inside the cockpit, in his pilot's helmet, is
     Jack Kragen, his face bathed by the satanic red glow of the
     instrument panel.

     INT. AMELIA'S CAR - NIGHT - MOVING

     Amelia reacts to the loud, muffled sound.  The panic comes
     back:  flat tire?  Engine trouble?  Then the noise becomes
     deafening.  A light shines above the car like a halo.
     Amelia reacts, now very frightened.

     INT. SX-411 - NIGHT - KRAGEN

     He presses a red button on the control stick in his right
     hand.

     INSERT - GATLING GUN

     as it begins to flash, spurting forth the 20mm cannon fire.

     EXT. DESERT ROAD - NIGHT - AMELIA'S CAR

     The gunfire forces Amelia to spin the car off the road.

     EXT. CANYON - NIGHT

     The sports car goes over an embankment and comes to a stop.
     The helicopter's spotlight goes out, but the thumping sound
     is still close by.  Amelia is terrified.

     INT. SX-411 - KRAGEN

     He presses a black button on the fire control panel.

     EXT. DESERT - NIGHT

     A missile spits from the helicopter, crashes into the car
     and rips it in half.  The car becomes an inferno.  The
     thump-thump-thump of the helicopter fades into the distance,
     leaving the desert to its solitude.  The orange flames from
     the car continue to burn in the black night.

     EXT. FOUNDATION HEADQUARTERS - DAY - ESTABLISHING

     INT. DEVON'S OFFICE - DAY

     Devon and April are looking at the computer terminal, set
     up near the door, which is slightly ajar.

                               APRIL
               ...and in the tests involving the
               prototype ultra-magnesium charges,
               Kitt performed beyond expectations.

                               DEVON
                      (with a smile)
               Despite his strong-willed driver?

                               APRIL
               Maybe because of his strong-willed
               driver.

                               DEVON
               I'm shocked.  You're actually giving
               Michael credit?

                               APRIL
                      (half-smile)
               Only because he's not around to hear
               it.

     There's a slight knock at the door.  As they look over, into
     the frame of the doorway steps Camela (pronounced Pamela with
     a "C") Clermont, beautiful, reserved and sophisticated, a 
     younger version of Amelia Clermont.  When Camela pronounces
     the word "Mama," the accent is on the second syllable.
     April moves toward the door, during:

                               CAMELA
               Excuse me...the outer office was
               empty and....

     Devon looks up and reacts, disbelieving.  When Devon doesn't
     respond:

                               APRIL
               May I help you?

                               CAMELA
               I'm looking for Devon Miles.

                               DEVON
               I'm Devon...do we know each other?

                               CAMELA
               I'm Camela Clermont.  I believe you
               know my mother, Amelia.

                               DEVON
               Yes...yes, of course.
                      (warmly)
               You'll have to forgive me...you look
               so much like Amelia.  Camela, this 
               is April Curtis.

     They shake hands, ad-lib hellos.

                               DEVON
               Where is Amelia?  Is she with you?

                               CAMELA
               I live in Paris with my grandmother.
               I was supposed to visit Mama after I
               graduated from the University.  We
               had everything planned.  Then her
               letters stopped.  When I couldn't
               reach her on the phone, I flew to
               Phoenix...She's disappeared.

                               DEVON
               Camela, your mother was liberated 
               when the phrase still referred to
               countries.  As I recall, it wasn't
               unusual for her to simply pack 
               up and leave for days at a time.

                               CAMELA
               It's been three weeks.

     She looks close to tears.

                               APRIL
               Have you contacted the police?

                               CAMELA
               They took a report...I'm sorry to
               bother you, but I don't know who
               else to turn to....

     Devon comforts her.

                               DEVON
               You've come to the right place...
               don't worry, we'll straighten this
               out.
                      (beat)
               Camela, how did you get my name?

     She takes a packet of letters from her purse.

                               CAMELA
               These...your love letters to my
               mother.

     On April's surprised reaction, we:

                                              CUT TO

     EXT. HIGHWAY - DAY - STOCK

     From out of the horizon comes a speeding car; the Knight
     2000.  And from O.S., we hear a few beats of a "surf" song
     by the Beach Boys, Jan and Dean, or a like group.  The
     music abruptly stops.

                               K.I.T.T. (V.O.)
               Time's up, Michael.

                               MICHAEL (V.O.)
               It's coming...flash from the past....

     INT. K.I.T.T. - DAY

     Michael is at the wheel, a beat more as he tries to 
     remember the song title; still trying, until:

                               K.I.T.T.
               'California Girls' by the Beach Boys.

                               MICHAEL
               Took the words right out of my mouth.

                               K.I.T.T.
               Michael, I fail to see the appeal of
               these songs.  They're all about surfing,
               sun, and girls in bikinis.  What exactly
               is the allure of Southern California?

                               MICHAEL
                      (smiling)
               You just said it, pal.  And thanks to
               the Foundation, that's our next stop.

                               K.I.T.T.
               Have you ever considered broadening 
               your cultural horizons?  Perhaps we
               could start with something in Baroque,
               and segue to....

     We hear Devon's tone.  Michael quickly pushes the buttons
     on the roof.

                               MICHAEL
               Sorry, Kitt, duty calls.  Go, Devon.

     INTERCUT - DEVON

     As he comes up on the monitor screen, April can be seen in
     the b.g. on the computer console.

                               DEVON
               Michael, I have an urgent matter for
               you to attend to.  You are to reverse 
               course and head for Phoenix immediately.

                               MICHAEL
               Phoenix?  The new assignment's in
               California, land of ---

                               DEVON
               California can wait.

     Michael realizes how serious and worried he is.

                               MICHAEL
               What's up?

                               DEVON
               A woman named Amelia Clermont has
               disappeared.  Her daughter, Camela,
               will fill you in.  I put her on the 
               Foundation jet.  She'll meet you in
               Phoenix.
                      (beat)
               Michael, I want you to do every-
               thing you can to find Amelia.  This 
               one is personal.  This one is for 
               me....

     EXT. HIGHWAY - DAY - STOCK

     K.I.T.T. burns a 180 and heads back the opposite way.

     EXT. HIGHWAY - VARIOUS ANGLES - DAY - STOCK - DRIVEBYS

     as desert changes to city, Phoenix, Arizona.

     EXT. AMELIA'S CONDO - DAY

     K.I.T.T. pulls to a stop in front of this pleasant condo-
     minium, a squat structure replete with small balconies on
     every floor.

     INT. AMELIA'S CONDO - DAY

     At the sound of the doorbell, Camela opens the door as far
     as the latch-chain will allow.  Michael peeks through the
     opening.

                               MICHAEL
               Camela Clermont?

                               CAMELA
               Yes?

                               MICHAEL
               I'm Michael Knight.  I work with
               Devon Miles.

     She hesitates.

                               MICHAEL
                      (continuing)
               We don't go to the same tailor.

     She smiles, unlatches the door.

                                              CUT TO

     INT. AMELIA'S CONDO - DINING ROOM - DAY

     Begin on a small collection of elegant French ceramics which
     sit on the dining room hutch.  Camela's hand picks one up,
     she muses over it, touches her mother's belongings as we
     widen to see Michael at the table, buried in his research
     of Amelia's papers, during:

                               MICHAEL
               All right...the last letter you
               got in Paris from your mother was
               September 28th.  She was still
               working full-time at the library
               and doing volunteer work for
               Congressman Ebersol on Saturday,
               October 11th.
                      (beat)
               What's the date of the last call on
               her phone bill?

     Startled out of her reverie, she picks up the phone bill.

                               CAMELA
               October 11th.

     Michael jots the information on a pad he has started.
     Camela picks up several tickets.

                               CAMELA
               Look at these...tickets for a play, a 
               symphony, a lecture for Green Peace
               ...I never realized how many interests
               Mama and I had in common.

                               MICHAEL
               At least we know she wasn't planning 
               on dropping out of sight.
                      (on her
                       confused look)
               The tickets...the theater's tomorrow
               night...and the symphony isn't until
               next month.
                      (beat)
               Camela, why did you go to school so
               far away?

                               CAMELA
               It's where I live.  My mother and
               my father divorced when I was nine
               ...My father's family is very rich
               ...it was decided I stay with them
               in Paris.

     Michael nods.  She looks back at the envelope, then takes 
     out the tickets.

                               CAMELA
               Oh, Michael...these tickets were to
               celebrate my arrival.  'An evening
               with George Gershwin -- 'An American
               In Paris.''

     Because she is staring down at the tickets, Michael cannot
     at first see that she is crying.  Then she drops the tickets
     and quickly wipes away a single tear.

                               MICHAEL
               Camela...there's got to be a logical
               explanation for this...It may take 
               some time...but we'll find answers,
               believe me.

     She nods.  He clasps his hand around hers.  She takes it,
     holds on tight.

     EXT. AMELIA'S CONDO - DAY

     Camela talks MOS to an elderly lady who is walking into the
     building.  The woman is animated, but, after a pause, shakes 
     her head "no."

                                              CUT TO

     INT. EBERSOL'S OFFICE - CAMPAIGN HEADQUARTERS - DAY

     Michael speaks to a young, pretty campaign worker outside
     a glass-partitioned office at the "Ebersol for Congress"
     reelection campaign headquarters.  Inside the office is
     Albert Ebersol, a distinguished-looking man in his forties.
     He is on the phone and is signing some papers at the same
     time.  There are posters everywhere of Ebersol, captioned
     "Re-Elect Albert Ebersol -- A Good Man."  The girl shakes
     her head "no."

                                              CUT TO

     EXT. STREET CORNER - DAY

     Camela stands on the corner.  Michael pulls to the curb and
     she gets in.

     INT. K.I.T.T. - DAY - MOVING

     Michael is at the wheel, Camela on the passenger side, pre-
     occupied.

                               MICHAEL
               Any luck?

                               CAMELA
               Everyone was very nice...but no
               one's heard from her in three
               weeks...Mrs. Farrell at the library 
               told me that Mama was the 'most
               cultured lady in Phoenix.'  She
               said everyone liked her.

     Michael smiles, tries to make eye contact, but it's brief.

                               CAMELA
               When I was growing up, Mama worked
               at the central library in Paris.  I
               used to spend afternoons all curled
               up in one of the alcoves and listen
               to the echo of her footsteps.  I
               could always tell her footsteps...
                      (preoccupied;
                       looks at dash)
               What an...unusual car.  Are all
               American cars like this now?

                               MICHAEL
               Not quite.  Camela, meet Kitt.

                               K.I.T.T.
               I was wondering when you were going
               to introduce me to this charming,
               cultured young woman.  Hello, Camela.

                               CAMELA
               Where did that voice come from?

                               MICHAEL
               A computer.

                               CAMELA
               It...talks?  All by itself?

                               MICHAEL
               To a fault sometimes.

                               K.I.T.T.
                      (in French)
               Camela, am I correct in assuming you
               speak French?

                               CAMELA
                      (in French)
               Yes.  Actually, I think of English 
               as my second language...
                      (realizes, to
                       Michael)
               He speaks French!

                               MICHAEL
               Fluently, I'm afraid.

                               K.I.T.T.
               I've tried to interest Michael in
               the romance languages, but he prefers
               things like rock 'n' roll and girls
               in bikinis.

                               MICHAEL
                      (warning)
               Kitt, that'll do.
                      (to Camela)
               Hungry?

                               CAMELA
               I hadn't thought of it.  Why?

                               MICHAEL
               I cook a dynamite cheeseburger.

                               K.I.T.T.
                      (to Camela)
               See what I mean?

     Camela laughs.

                                              CUT TO

     INT. AMELIA'S CONDO - NIGHT

     Michael comes in the door, carrying two big bags of
     groceries and the mail.  Camela looks up from the piano,
     absorbed by what she's found -- a diary.

                               MICHAEL
               Cheeseburgers, home fries, apple pie
               ...as they say, 'When in Rome....'

     He puts the bags and mail down on a table.

                               CAMELA
               When I was little I hated to prac-
               tice...Mama used to hide treats in
               the piano bench, as incentives...
                      (indicates
                       the bench)
               I found this.  Her diary....

                               MICHAEL
               That could be the break we've been
               looking for.

                               CAMELA
               Michael, this has my mother's private
               thoughts...what she liked, what she 
               didn't...What she thought of things.
               Of me.
                      (beat)
               I can't just...read it.

                               MICHAEL
               Camela, if there's anybody in the
               world your mother would want to share
               it with, it's you.

     She nods, then slowly opens it.  As she does, a photograph
     and a technical drawing fall out.

     Michael picks them up:  we see that the photo is a fuzzy,
     distorted area of fenced landscape and buildings, but we
     cannot make out anything with specificity.  The technical
     drawing is a diagram of electronic circuitry which we will
     later learn are blueprints for the guidance system of the
     Sledgehammer missile.

                               MICHAEL
               Hard to tell what the photo's of...
                      (re drawing)
               This is a blueprint of some kind...
               I'll see what we can come up with.
               In the meantime, a bill came today.
               Gas credit card.

     He picks it up, tears it open, rifles through the receipts.

                               MICHAEL
               She bought all her gas at a station
               in town...except the last time the 
               card was used.  It was in Electra,
               Arizona.  A place called Elmo's Garage.

                               CAMELA
               I don't understand -- what difference
               could that possibly make?

                               MICHAEL
               I'm not sure, but the date was Saturday,
               October 11th.

                                              CUT TO

     OMITTED

     EXT. HIGHWAY - DAY - K.I.T.T. - STOCK

     K.I.T.T. flies down the highway.

                               K.I.T.T.'S VOICE
               Elmo's Garage sounds like the kind
               of place I was programmed to avoid.

     INT. K.I.T.T. - DAY - MICHAEL - MOVING

                               MICHAEL
               Come on, Kitt -- stretch a little.
               They say traveling broadens your
               horizons.

                               K.I.T.T.
               I believe they say it about places
               like Champs Elysees or Trafalgar
               Square.  I don't believe they say it
               about places like Electra, Arizona.

     Michael smiles.

                               K.I.T.T.
               Since you haven't asked, I was quite
               impressed by Camela.

                               MICHAEL
               I figured.

                               K.I.T.T.
               She's a very nice girl, Michael.

                               MICHAEL
               I know that, Kitt.

     A beat.

                               K.I.T.T.
               Frankly, it's beyond me how you 
               could prefer bubble-heads in
               bikinis over....

                               MICHAEL
               Kitt, I like Camela, okay?  And just
               because a girl wears a bikini, it
               doesn't mean she's a 'bubble-head.'
                      (beat)
               Who told you that, anyway?  April?

                               K.I.T.T.
               I'm capable of drawing my own con-
               clusions.

                               MICHAEL
               It was April.

                                              CUT TO

     EXT. ELMO'S GARAGE - ELECTRA, ARIZONA - DAY

     A throw-back to the Fifties, an ancient gas station as
     weather-beaten as its owner, Elmo Warshaw, a reed-thin man
     in his sixties.  Elmo, in a greasy baseball cap, whistles
     in appreciation as Michael drives up and stops.

     Elmo crosses over.

                               ELMO
               Fill 'er up?

                               MICHAEL
               Thanks, I'm just looking for a little
               information....

     Michael holds out a photo of Amelia.

                               MICHAEL
               I'm trying to find this lady.  Credit
               card billing says she bought gas here
               on October 11th.  Do you remember her?

     Elmo, however, is staring past the photo to K.I.T.T.'s dash.

                               ELMO
               You goin' to the moon?

                               MICHAEL
               What?  Oh, my car -- I like gadgets.
               Did you see her?

                               ELMO
                      (still staring)
               Must be a real thrill drivin' a car
               like this, TV and all.

                               MICHAEL
               It has its ups and downs.  Have you
               seen this woman?

                               ELMO
                      (looks at photo)
               Matter of fact, yeah...had a sporty
               little car with a chunk outta the left
               front tire size of a half-dollar.
               Couldn't sell her a tire, though.
               Haven't sold a tire in three years.

                               MICHAEL
               Did you notice which way she went?

                               ELMO
                      (points)
               That way.

                               MICHAEL
               What's down there?

                               ELMO
               Let's see...There's a salvage yard.
               If you really want to see something
               nice, go see 'Big Buck's Roadside
               Zoo.'  Now that's really something.

                               MICHAEL
               Sounds terrific.  Thanks.

     Elmo waves, as Michael pulls out.

                                              CUT TO

     EXT. TWO-LANE ROAD - DAY

     Michael and K.I.T.T. stop on a hill overlooking the war
     surplus salvage yard in the distance.

     INT. K.I.T.T. - DAY

     Michael peers out through the windshield.

                               K.I.T.T.
               Big Buck's Roadside Zoo was an 
               experience I do not care to repeat.
               That ugly gila monster slithered
               all over my hood while you were
               in there 'jawing' with Big Buck.

                               MICHAEL
               See if you can bury that gila monster
               in your microchips, pal, and bring
               up that picture from Amelia's diary
               for me.

     The fuzzy picture comes up on one of the monitor screens.
     Michael looks hard out of the windshield.

                               MICHAEL
               All right...now give me a visual on
               the surplus yard.

                               K.I.T.T.
               Oui.  That's French for 'yes.'

                               MICHAEL
               Kitt?

                               K.I.T.T.
               Yes, Michael?

                               MICHAEL
               I don't want to learn French.  Not
               today.

                               K.I.T.T.
               But Michael ---

                               MICHAEL
               Kitt, remember one thing.  The Beach
               Boys are only a button away.

     Now the second monitor screen brings up the surplus yard
     landscape.  K.I.T.T. zooms and adjusts the monitor screen
     pictures and we see two exact landscapes.

                               K.I.T.T.
               Michael, this is virtually the exact
               picture that Amelia took.

                               MICHAEL
               You got that right.  Now the question
               is why.

     He pulls out.

                                              CUT TO

     EXT. AAA WAR SURPLUS SALVAGE YARD - MAIN GATE - DAY -
     CLOSE ON PICTURE OF AMELIA

     Pull back as Richards hands it back to Michael.

                               RICHARDS
               Haven't seen her.  We don't get much
               company out here.

                               MICHAEL
                      (studies him
                       for a beat)
               Okay, thanks for your time.

     Richards nods.  Before Michael pulls out, he takes note of
     a Bentley automobile parked by the hangar.  Hold on K.I.T.T.
     moving down the road.  Then follow Richards to his Jeep.
     He picks up the Handi-talkie.

     INT. HANGAR - STORAGE AREA - CRATE - DAY

     Hands and a crowbar pry open a crate revealing a Sledge-
     hammer missile.  Adjust to see the handler is Kragen.
     Edward Strock, a man in his fifties, steps in with a 
     Handi-talkie.  Strock's beginnings were mean streets, but
     now he hopes his fancy car and Armani suits will cover his
     origins.

                               STROCK
               There was a guy out there looking 
               for Amelia Clermont.

                               KRAGEN
               Don't worry about it.  He'll poke
               around, find her missing and that'll
               be that.

                               STROCK
               It better be.  It's bad enough your
               little 'target practice' delayed
               delivery.

                               KRAGEN
               It was a good test...Now I can per-
               sonally guarantee the effectiveness
               of the Sledgehammer to the General.

                               STROCK
               He'll be here Thursday.

                               KRAGEN
               We'll be ready.

                                              CUT TO

     OMITTED

     INT. K.I.T.T. - DAY - MOVING

                               K.I.T.T.
               The guard's voice modulation indicated
               stress variables, Michael.

                               MICHAEL
               That leaves two questions.  Why would 
               he lie...and why would Amelia be 
               interested in a war surplus yard?

                                              CUT TO

     EXT. TWO-LANE ROAD - DAY

     Michael and K.I.T.T. travel down the desolate road.  They
     pass the area where Amelia skidded off.

     INT. K.I.T.T. - DAY

     Michael slows as he passes the skid marks.

     He throws the car into reverse and comes back to the skid 
     marks.

                               MICHAEL
               Kitt, give me a reading on those
               skid marks.  How long ago were
               they made?

                               K.I.T.T.
               Somewhere between two weeks and a
               month ago -- however, my scanners
               indicate the presence of copper-
               jacketed twenty millimeter projec-
               tiles lodged in the asphalt.

     Michael, puzzled, pulls the car off the road, parks and
     gets out.

     EXT. INCLINE - DAY

     Michael walks to the lip of the incline.  When he looks
     down, he reacts as we adjust to see the burned-out hulk of
     a barely recognizable car.  He has a sick feeling in the
     pit of his stomach.  He returns to K.I.T.T., opens the door,
     leans in and punches up K.I.T.T.'s X-ray capabilities.

                               MICHAEL
               I've activated your X-ray mode, Kitt.
               The car down there...is there any
               trace of...human life?

                               K.I.T.T.
               I'm sorry, Michael...I detect only 
               the remains of human life.

     Michael sighs, shakes his head.  This will be difficult.

                               MICHAEL
               Better get me Devon, pal.

     OMITTED

                                              FADE OUT

                         END OF ACT ONE

                             ACT TWO

     FADE IN

     EXT. DESERT - DAY - MICHAEL

     Michael and K.I.T.T. as before.

                               K.I.T.T.'S VOICE
               Devon's not at the Foundation, 
               Michael.

     CLOSER ANGLE ON MICHAEL

                               MICHAEL
               Where is he?

                               K.I.T.T.
               Phoenix.  He flew in this morning.

                               MICHAEL
                      (reacts)
               He's probably with Camela right
               now....

                               K.I.T.T.
               Do you want me to call him?

                               MICHAEL
                      (punches
                       buttons)
               Yeah....

     OMITTED

     INT. AMELIA'S CONDO - DAY

     Camela has the phone in her hand.

                               CAMELA
               It's for you...it's Michael.

     Angle widens to include Devon as he crosses, takes the
     phone.

                               DEVON
               Thank you.
                      (phone)
               Hello, Michael.  Camela tells me
               you've introduced her to a car that
               speaks fluent French and cheeseburgers
               large enough to....

     He doesn't finish, interrupted by Michael.  As he listens
     his expression changes noticeably.  Camela is aware.

                               DEVON
                      (phone)
               You're quite sure?...I see...yes, of
               course...good-bye.

     He hangs up, shaken.

                               CAMELA
               Devon, what is it?  Did he find 
               something?

     No choice, Devon faces her.

                               DEVON
               He found Amelia's car....

     Camela stares at him, suddenly unnaturally calm.

                               CAMELA
               She's...dead, isn't she?

     Devon nods.  Their eyes hold for a long moment.

                               DEVON
               Camela....

     He reaches to touch her but she abruptly moves away, stops,
     her back to him.

                               CAMELA
               I'm all right.  Really, I'm
               perfectly capable of....

     WIDE ANGLE

     Devon can see she is crying.  He moves to her, gently puts
     his arms around her.  This time she doesn't resist.  They
     hold each other, Camela crying.  Devon's tears still inside.

                                              CUT TO

     EXT. DESERT - DAY

     K.I.T.T. is parked on the road, scanner flashing, as
     Michael tries to piece it all together.

                               MICHAEL
               No cannon fire could've destroyed a 
               car like that -- even twenty milli-
               meter.

     He slowly moves back toward K.I.T.T., thinking, observing 
     the area.

                               MICHAEL
               Got any ideas?

                               K.I.T.T.
               None, I'm afraid.

                               MICHAEL
               I'll settle for a probable location
               of the weapon.

     K.I.T.T.'s computers whir and flash.

                               K.I.T.T.
               Point of impact analysis indicates 
               the weapon could only have been
               fired from one position.

                               MICHAEL
               C'mon, Kitt -- spit it out.

                               K.I.T.T.
               Directly above.

     Michael reacts, looks up.  All he sees is sky.

     INT. CONDO - NIGHT - ANGLE ON DEVON

     as he comes out of a bedroom, quietly closes the door
     behind him.  As he crosses to the coffee table, we widen to
     see Michael there, seated, waiting for him.  Devon's face
     shows the day's toll.

                               MICHAEL
               Is she asleep?

                               DEVON
               Finally.  Thank God.

     Devon sits down next to Michael.

                               DEVON
               Amelia, I wonder what it is you
               found this time.

                               MICHAEL
               This time?  There were others?

     Devon smiles, in remembrance.

                               DEVON
               She was the most inquisitive woman I
               ever knew.  She had a childlike
               curiosity to know people, to know
               the world.

                               MICHAEL
               You loved her, didn't you.

                               DEVON
                      (beat)
               Yes.  Yes, I did.  I think I always
               had it in the back of my mind that 
               someday...
                      (doesn't finish,
                       pauses)
               I first met her in Washington, DC.
               On the steps of the Capitol Building.
               We were both hurrying somewhere.  We
               collided on the steps.  And fell,
               quite literally, in love.
                      (beat)
               But she desperately wanted to go to
               Europe.  After the war...I had seen
               quite enough of it.  We both knew the
               timing wasn't right.  We wouldn't see
               each other for years, and yet when we
               did it was as though we'd never been
               apart.

     There's a long beat.  Devon looks at Michael:

                               DEVON
               When you're young, you think your-
               self invincible.  We were.  For
               a time.

     For a moment, it looks as if Devon might cry, but he
     doesn't.  He turns back to the business of it.  He picks up
     the technical drawing Michael discovered in Amelia's diary,
     puzzled.

                               DEVON
               I called a friend in the State 
               Department...He said this diagram
               appears to be the guidance system
               for a Sledgehammer missile.  Michael,
               do you realize what this means?  The
               Sledgehammer is a high priority top-
               secret weapon.

                               MICHAEL
               Devon...this Sledgehammer...what's it
               fired from?

                               DEVON
               ...A helicopter called the SX-411.
               The most advanced attack helicopter
               in production today.  Why?

     Michael thinks for a beat.  Disturbing thoughts.

                               MICHAEL
               I think I know what Amelia was after 
               out there...and what destroyed her.

                                              CUT TO

     EXT. HIGHWAY - NIGHT - STOCK - RUNBY

     K.I.T.T. flashes by, into the desert evening.

     INT. K.I.T.T. - NIGHT

     Michael drives, pensive, alone with his thoughts.

                               K.I.T.T.
               You're awfully quiet tonight.

                               MICHAEL
               Guess I am, pal...got things on my
               mind.

                               K.I.T.T.
               A French lesson might cheer you up.

                               MICHAEL
               Kitt.

                               K.I.T.T.
               Perhaps not.

     A moment of silence as they drive.

                               K.I.T.T.
               It must be very difficult to...erase
               people...from one's memory banks.

                               MICHAEL
               That's the problem, you don't.  You
               can't.

                               K.I.T.T.
               If that's true, they become a per-
               manent part of you.

                               MICHAEL
               The best of them do, Kitt.  The best
               of them do just that.

                                              CUT TO

     EXT. WAR SURPLUS SALVAGE YARD - NIGHT

     Layton and Richards patrol on foot.

     OMITTED

     ANGLE ON K.I.T.T.

     K.I.T.T. drives up to the gulley near the back gate.
     Michael slips out silently ---

     ANGLE ON MICHAEL

     He runs across the gulley to the back gate.  At the fence,
     he talks into the comlink.

                               MICHAEL
               Kitt, I need a locksmith.  Fast.

     INTERCUT - K.I.T.T.'S MONITOR SCREENS

     On one monitor screen comes the lock, as K.I.T.T. infrarays
     it.  On the other monitor screen, combinations of numbers
     speed by.

     By the fence, Michael spots Richards and Layton on their
     rounds, walking towards him.  Into the comlink:

                               MICHAEL
               Kitt, hurry up.

     Suddenly, the gate pops open.  Michael creeps inside the
     fence.  Michael runs to the hangar.

     ANGLE ON GUARDS

     Layton listens, taps Richards on the arm.

                               LAYTON
               I hear something.  Check out the 
               back.  I'll go up front.

     Richards hurries stealthily to the back gate.  Layton
     starts towards the hangar.

     OMITTED

     INT. HANGAR - NIGHT

     Michael comes through a back door and is bathed in an eerie
     blue light.  He stops and stares up in awe.

     ANGLE ON RICHARDS

     He sees the back gate unlocked.

     ANGLE ON LAYTON

     as he sneaks around to the front of the hangar.

     ANGLE ON MICHAEL

     as he views the different parts of the SX-411.  The design,
     the technology.  He is awed.  Then, to one side, under a
     single bright light, is a new Sledgehammer missile in the
     process of being fitted to an MER (Multiple Ejection Rack).

                               K.I.T.T. (O.S.)
                      (comlink)
               Michael, a guard is approaching.

     Michael listens.

     ANGLE ON LAYTON

     outside the hangar, carrying a flashlight.  He starts to
     turn the knob to the front door.

                               MICHAEL
               Kitt, create a diversion.

                               K.I.T.T. (O.S.)
               Anything in particular?

                               MICHAEL
               Use your imagination.

     OMITTED

     ANGLE ON TANK

     silent and unmoving.

     INT. K.I.T.T. - NIGHT - ON MONITOR SCREENS

     The microwave ignition sensor goes to work.

     ANGLE ON TANK

     The engine growls to a start.

     ANGLE AT HANGAR DOOR

     Layton has opened the door, but now he shuts it and runs to
     the tank.

     ANGLE ON RICHARDS

     He does the same, hurrying from the back gate.

     OMITTED

     ANGLE ON TANK

     It rumbles along, smashing things.  Layton appears, jumps
     on it, struggles to control it.

     OMITTED

     ANGLE AT OPPOSITE END

     K.I.T.T. appears out of the darkness, turbo boosting over
     the fence.  He skids to a stop, the door pops open and
     Michael jumps in.

     ANGLE ON TANK

     Layton shuts it off.  Richards, approaching, thinks he hears
     something.  He turns.

     HIS POINT OF VIEW - K.I.T.T.

     leaps over the fence, into the night.

     CLOSE ON RICHARDS

     He stares in disbelief.  And alarm.

     OMITTED

     INT. CONDO - NIGHT - DEVON AND MICHAEL

     trying to keep their voices down despite the sense of
     excitement and tension.

                               MICHAEL
               Devon, I saw it....

                               DEVON
                      (paces)
               I don't doubt you, Michael.  The point
               is without a serial number or some
               kind of firm ID, a Federal judge isn't
               likely to issue a search warrant.

                               MICHAEL
               Look, it's there now.  If we're right
               about the yard being a front to sell
               illegal weapons, it might not be
               there long.

                               DEVON
                      (thinking)
               I do know a U.S. Attorney based here...
                      (looks for
                       number in
                       book)
               Perhaps with his influence....

     He finds the number, begins to dial.  Pauses.

                               DEVON
               The last thing Camela said before
               she went to sleep was she couldn't
               bear to think her mother's death
               had been in vain.  I told her I'd
               see to it.  With your help, it's a 
               promise I intend to keep.

     He finishes dialling.

                                              CUT TO

     EXT. SALVAGE YARD - DAY

     Richards stands by the guard gate with Strock, who is fuming.
     His Bentley is parked nearby.  A Federal sedan with two
     Federal Agents and Devon stops at the gate.

     INT. K.I.T.T. - DAY

     K.I.T.T. is parked on the hill overlooking the yard.  On
     K.I.T.T.'s monitor screens we see pictures of the sedan
     being let in, of the Agents and Devon getting out of the
     car, and of Strock angrily talking to them.

     In a taut, emotionally drained voice:

                               CAMELA
               This is where Mama...searched....

     Michael takes her hand.

                               CAMELA
               And that's the man....

     Indicates Strock on the TV monitor screen.

                               MICHAEL
               One of them...I have a feeling this
               thing's like crabgrass.  It has a 
               lot of runners.

                                              CUT TO

     OMITTED

     EXT. HANGAR - DAY

     Strock, livid, stands with Richards, Devon and the two
     Federal Agents.

                               STROCK
               I want to know what grounds you've
               got for a search warrant.

                               DEVON
               I assure you the grounds are both
               sufficient and legal.

                               FEDERAL AGENT #1
               Please open the hangar now.

                               STROCK
                      (to Devon)
               I don't know who you are, but I plan 
               to find out.

     As Strock starts to open the door, he smiles, ever so slightly,
     at Devon.  Devon's puzzled.  He and the Agents step inside.

     INT. HANGAR - DAY

     Except for scattered pieces of old military equipment, the
     hangar is empty.

     CLOSE ON DEVON

     He is stunned.

                                              FREEZE FRAME

                                              AND

                                              FADE OUT

                            END OF ACT TWO

                               ACT THREE

     FADE IN

     EXT. HANGAR - DAY

     Devon is incredulous.  The Federal Agents are perplexed and
     angry.  Strock and Richards look self-satisfied.

                               DEVON
               Who was on duty last night?

                               RICHARDS
               I was.  Why?

     Devon takes Federal Agent #1 aside.  Strock and Richards
     exchange a puzzled look.

     ANGLE WITH DEVON AND THE FEDERAL AGENT

     They huddle.  Devon speaks in a hushed tone, barely control-
     ling his anger.

                               DEVON
               I did a routine check on Strock's
               employees.  If you run a make on the
               guard I believe you'll find he's an
               ex-convict.

                               FEDERAL AGENT #1
               So?

                               DEVON
               Unless I'm mistaken, he's carrying 
               a weapon.

                                              CUT TO

     EXT. HILL ABOVE YARD - DAY - ANGLE IN K.I.T.T.

     Michael and Camela are getting impatient, watching the 
     monitor screens.

                               CAMELA
               What's going on?

                               MICHAEL
               I don't know.

                               CAMELA
               Why aren't they arresting anyone?

                               MICHAEL
               I don't know that, either.

     They continue to stare at the screens.  Michael senses some-
     thing is wrong.

                                              CUT TO

     EXT. HANGAR - DAY

     Strock and Richards are getting fidgety.  Federal Agent #2
     stands with them.  Federal Agent #1 comes from his car.

                               FEDERAL AGENT #1
                      (to Devon)
               You're right.

     Devon crosses to face Strock and Richards, followed by the
     Agent.

                               DEVON
               Mr. Richards, you are aware that the 
               possession of a firearm by a felon
               is a violation of the law?

     Before he or Strock can react, Federal Agent #2 has spun
     Richards around into the "position."

                               STROCK
               What is this?!
                      (to Richards)
               I'll have you out on bail before they
               finish their paperwork!

     The Federal Agents start to lead Richards away.  Strock
     faces Devon.

                               STROCK
               This is harrassment.  When my lawyers
               are through with that Foundation of
               yours, we're going to own it -- and
               you.

                               DEVON
               We'll meet again, Mr. Strock.  Good
               day.

     Devon stalks away.  Strock watches him, furious.

                                              CUT TO

     OMITTED

     INT. AMELIA'S CONDO - DAY

     Michael, Devon and Camela enter in the living room from
     outside.

                               DEVON
               I'm afraid the only option remaining
               is to force their hand.
                      (beat)
               Michael, I want you to go undercover.

                               MICHAEL
               Devon, come on -- if you're right
               about Richards spotting Kitt last 
               night, my cover wouldn't last an hour.

                               DEVON
               I've made some arrangements in that
               area.  I have it on excellent authority
               that Sam Richards will be shuttled
               from jail -- 'salted' as it were --
               for at least twenty-four hours.

     He smiles.  Michael shares it.

                               MICHAEL
               You never cease to amaze me.

                               CAMELA
                      (concerned)
               Michael, I want to see those men
               arrested and finished more than
               anything...but I don't want any
               more...deaths.

                               MICHAEL
               Neither do I, Camela.  But thanks to 
               Devon we've got one more shot --
               and twenty-four hours.  We can't let
               it slip away.

     After a beat, she nods.

                               CAMELA
               A few days ago, you two were strangers.
               And now you're willing to risk your
               lives...
                      (to Devon)
               I can see why Mama loved you so.

     They all share the moment.

     OMITTED

     EXT. HIGHWAY - DAY

     K.I.T.T. speeds down the highway to the awaiting semi.  He
     shoots up the ramp inside.

     INT. SEMI - DAY

     As Michael gets out of the car, April steps up to him.  She
     has in her arms a load of clothes.  They ad-lib greetings.
     She hands him the clothes.

                               MICHAEL
               What's this?

                               APRIL
               A complete mercenary's outfit.  It
               comes presoiled.

     He smiles, then follows her to the lounge area.

     NEW ANGLE

     She presses a button on the TV console.

                               APRIL
               I have something interesting to show
               you....

     On the screen comes a picture of Jack Kragen, in military
     garb, holding a rifle, in some jungle.

                               APRIL
               We were able to dig up three names of
               black market arms dealers in the Phoenix
               area.  One of them turned up on the list 
               of employees at Strock's Surplus Yard:
               Jack Kragen.

                               MICHAEL
               The circle closes.
                      (a beat)
               Then he's where I start.

                               APRIL
               After you learn the cover I've
               prepared for you.  I've got names,
               dates, battles, slogans....

                               MICHAEL
               Not to mention dirty laundry....

     She smiles.

                                              CUT TO

     EXT. SEMI - DAY - RUNBY

     INT. SEMI - LOUNGE AREA - DAY - LATER

     Michael, dressed in his mercenary outfit -- fatigue jacket
     and scruffy clothes -- rubs his eyes, then clicks off the 
     TV set.

                               APRIL
               How's it going, Hutch?

                               MICHAEL
               All right.  A lot to learn -- the
               entire history of Dan Hutchinson's
               Black Snake Commandoes.  The only
               question I have left is how these
               guys get their hands on things like
               state-of-the-art attack helicopters
               and missiles.

                               APRIL
               I'm still working on that one.  The
               conventional answer -- military
               theft -- doesn't adequately explain
               it.  By the way, Devon's called three
               times since you arrived.  I've never 
               seen him so...driven.

                               MICHAEL
               Amelia Clermont was a bridge that
               crossed a lot of years and a lot of
               memories.  I think he always expected 
               to cross that bridge...but not like 
               this.

     A beat more, then Michael walks to K.I.T.T.  Before he gets
     in the car:

                               K.I.T.T.
               April, do I get a cover too?

                               APRIL
               You don't need one, Kitt.  You're
               already classified information.

                               MICHAEL
               By the way, did you tell Kitt some-
               thing about 'bubble-heads in bikinis?'

                               K.I.T.T.
               I told him you didn't, April, but he
               refuses to believe me.

                               APRIL
               Kitt's right, Michael.  I'd never say
               something like that.  After all, I
               wear a bikini.

                               MICHAEL
               Yeah?  When?

                               APRIL
                      (a smile)
               Off-duty.

                               MICHAEL
               Wouldn't you know.

     And he gets into K.I.T.T. and backs out.  On her amused
     reaction:

                                              CUT TO

     STOCK - DRIVEBYS

     EXT. STREET - NIGHT - ANGLE IN K.I.T.T.

     A rundown area.

                               K.I.T.T.
               Michael, why is it every time you go
               undercover, you dress in the least
               attractive outfits imaginable?  Why
               is it you never go as an aristocrat
               or a count?

                               MICHAEL
               Good question, Kitt.  Gonna have to
               ask Devon about that.

     They slowly drive past the Hillside Bar, an ND bar with no
     windows.

                               K.I.T.T.
               I'll bet not a soul in there speaks
               French.

     Michael pulls K.I.T.T. into a dark, dank alleyway next to
     the bar.  Parked, or rather abandoned, not far away, is a 
     totally stripped car.

                               K.I.T.T.
               And look at this alley.  Look at the 
               last car that was left here.

                               MICHAEL
               Keep your headlights open, pal.

     Michael smiles, clicks on Surveillance Mode and gets out of
     the car.

     INT. HILLSIDE BAR - NIGHT

     As Michael walks into the bar, conversation becomes muted.
     Eyes on him.  The bar itself is not large, but most of the 
     clientele are.  Michael spots Kragen playing darts near a 
     back booth.  Conversation starts up again, in low, hushed
     tones.  Michael taps Kragen on the shoulder.  He turns around.

                               MICHAEL
               Jack Kragen?

                               KRAGEN
               Who wants to know?

                               MICHAEL
               Machete Tom Merton.

                               KRAGEN
               You ain't him.

                               MICHAEL
               No -- but he sent me.  My name's
               Hutchinson.  We're old friends -- we
               fought together against the Rebels
               in San Victoria.

     Kragen eyes Michael.

                               KRAGEN
               Black Snake Commandoes, huh?  Machete
               made up a saying.  I liked it a lot.
               If you fought in San Victoria, you
               know it.

     Some of the bar patrons begin to gather around Michael and
     Kragen, waiting, probably hoping for a fight.  Michael
     looks around the room, clears his throat, then:

                               MICHAEL
               'Good luck is a fantasy for fools
               who expect it.  Don't expect it,
               don't need it.'

     A beat.  No one responds.  Michael begins to think he made 
     a fatal mistake.

                               KRAGEN
               Buy you a drink, Hutch?

     Michael nods, relieved.

                                              CUT TO

     EXT. ALLEYWAY - NIGHT - ON K.I.T.T.

     A shabbily dressed Derelict stumbles into the alleyway.
     He holds a bottle of whiskey.  He looks at K.I.T.T. then
     tries to sleep on his hood.  K.I.T.T. backs away.  The
     Derelict stumbles, but maintains his precarious balance.

                               K.I.T.T.
               Shoo.  Shoo.

                               DERELICT
               Who said that?

                               K.I.T.T.
               I did.  Kindly remove yourself.

     The Derelict tries again to cuddle up to K.I.T.T.  This
     time K.I.T.T. pulls back even further.  The Derelict goes
     down to the ground with a thud.

                                              CUT TO

     INT. HILLSIDE BAR - NIGHT

     Michael and Kragen are drinking beers at a back booth.  The
     booth is secluded; you can't easily see who is at this
     table from the front bar area.

                               KRAGEN
               ...all right, say I've got the 
               contacts to deliver...What you got
               in mind?

                               MICHAEL
               Two MERs -- Multiple Ejection Racks
               -- adapted to handle Sledgehammer 
               missiles.

     Kragen regards him for a long moment.

                               KRAGEN
               You saying you've got Sledgehammers?

                               MICHAEL
               I didn't say that.  What my contact
               has or doesn't have, I don't ask.  I
               take orders.  He ordered two MERs.
               Machete Tom said you might have...
               access.
                      (beat)
               If I can deliver 'em by tomorrow
               noon, I get a fifty thousand dollar
               bonus.

                               KRAGEN
               Don't pressure me.

                               MICHAEL
               Hey, no pressure.  Just want to let
               you know if you help me meet my dead-
               line, I'll split the bonus with you.

                               KRAGEN
               I'll let you know.

     Michael nods, gets up from the table.  He hands Kragen a 
     slip of paper.

                               MICHAEL
               This is my girl friend's number.
               Tell her if it's on.  She'll tell me.

     He exits.  Kragen watches him go.

     EXT. HILLSIDE BAR - ALLEY - NIGHT - ANGLE IN K.I.T.T.

     Michael climbs in the car.

                               MICHAEL
               Kitt, there should be a call going out
               on a pay phone from the bar.  Trace it.

     After a beat:

                               K.I.T.T.
               You're right, Michael.  The call is
               to a phone at 7113 Church Street.

                               MICHAEL
               Church Street?  That's where Ebersol's
               Reelection office is....

                               K.I.T.T.
               Shall we go there?

                               MICHAEL
               No.  We can't risk being spotted.  But
               this sure opens up some interesting
               questions, pal.
                      (a beat)
               Let's call it a night.

                                              CUT TO

     EXT. EBERSOL'S CAMPAIGN HEADQUARTERS - NIGHT

                               STROCK'S VOICE
               He has a buyer for a couple of
               Multiple Ejection Racks....

     INT. EBERSOL'S CAMPAIGN HEADQUARTERS - NIGHT

     The office is empty, save Ebersol and Strock, who are
     talking in the glass-partitioned office.

                               EBERSOL
               I don't want to know the details --
               That's your end.
                      (beat)
               Does the buyer check out?

                               STROCK
               Kragen's working on it now.

                               EBERSOL
               Tell him not to make a move unless
               he's absolutely sure the buyer's
               straight.  Somebody's salting your
               guard, Richards...until we find out
               why, I want to be doubly careful.

                                              CUT TO

     OMITTED

     INT. AMELIA'S CONDO - DAY - CLOSE ON TELEPHONE

     As we pull back, we see Michael, Devon and Camela in the 
     living room, waiting around the phone.

                               CAMELA
               What if he doesn't call?  Do we have 
               any other options?

     Neither of them want to deal with that possibility.

                               MICHAEL
               Let's give it more time.  He still 
               has over an hour.

     She sighs, anxious, nods.  She picks up the diary from the 
     table and glances through it.  Devon sees the love letters.
     He carefully looks through them.

                               CAMELA
               Devon, may I ask you a personal
               question?

                               DEVON
               Of course.  What is it?

                               CAMELA
               Why didn't you and Mama marry?

     Devon and Michael exchange a look of surprise.

                               DEVON
               Amelia was the perfect woman for that
               time of my life...a wonderful time
               of discovery and excitement...As I
               told Michael, I always felt that 
               someday ---

     He breaks off, startled by the phone ringing.  Michael grabs
     it.

                               MICHAEL
               April?...

     INTERCUT - APRIL

     in the semi.

                               APRIL
               He said he'd meet you at 11:30 at
               the Hillside Bar.

                               MICHAEL
               Are you sure the call wasn't traced?

                               APRIL
               Positive.  He even asked me how long
               we've been dating.

                               MICHAEL
               Thanks, April.

                               APRIL
               Good luck, Michael.

                               MICHAEL
               'Good luck is a fantasy for fools....'

                               APRIL
                      (smiles)
               Well said, Hutch.

     He puts the phone back in its cradle.  To Devon and Camela:

                               MICHAEL
               It's on.

                                              CUT TO

     OMITTED

     EXT. HILLSIDE BAR - DAY

     K.I.T.T. is parked in the alleyway not far from the
     abandoned vehicle.  His scanner light flashes.

                               K.I.T.T.
               Oh, no.

     NEW ANGLE

     From inside the abandoned vehicle comes a groan.  The
     Derelict sits up, yawns, and rubs his eyes.  He squints,
     trying to adjust to the morning light.  Then he spots
     K.I.T.T.

     He grabs his bottle of booze, climbs out of the car and
     approaches the Trans Am, looks it over, starts to say some-
     thing, shakes his head, walks off, stops; can't stand it,
     has to ask.

                               DERELICT
               I gotta know somethin' -- I mean I
               know cars don't talk, but did you
               talk to me last night?

     No response.

                               DERELICT
               See -- I was right.  I'm okay.  I
               know cars don't talk.

     Satisfied, the Derelict starts away.  He uncaps his bottle,
     brings it to his lips, as:

                               K.I.T.T.
               You really should give up the sauce,
               sir.

     The Derelict spins around and sees no one but K.I.T.T.
     Eyes wide, he pours out the contents of his bottle onto the 
     ground.  He carefully disposes of it in a garbage can, then
     walks, straight as he can, quickly away.

     INT. HILLSIDE BAR - DAY

     Michael is seated at the bar when Kragen enters.  They
     ad-lib greetings.

                               MICHAEL
               I'm ready when you are.

     A pause.

                               KRAGEN
               I have someone I want you to meet
               first.

     He motions Michael to a back table.  Michael follows.

     ANGLE AT TABLE

     As they approach, we see a man waiting there, seated, his
     back to us.  As if on cue, he rises, turns, smiling at
     Michael.  Hold on Michael's reaction:  the man is Richards.

                                              FADE OUT

                        END OF ACT THREE

                            ACT FOUR

     FADE IN

     INT. AMELIA'S CONDO - DAY

     The phone rings and Camela answers it.

                               CAMELA
               Hello?
                      (to Devon)
               It's for you.

     She holds it for Devon.  He crosses and takes it.

                               DEVON
               Devon Miles here....

     As he listens, his face goes white.

                               DEVON
               What happened!  You guaranteed he'd
               be incommunicado for twenty-four
               hours!
                      (listens)
               Find out who arranged it.

     He hangs up and quickly dials a number over:

                               CAMELA
               What is it, Devon?  What's wrong?

                               DEVON
               The guard -- Richards -- he's been
               released on bail.

     She reacts, frightened.

                               CAMELA
               Oh, Michael....

                               DEVON
                      (into phone)
               April, I can't go into details --
               contact Kitt immediately.  Get 
               Michael out of that bar.

                                              CUT TO

     OMITTED

     INT. HILLSIDE BAR - DAY - ANGLE ON DOOR

     The bartender bolts the door shut.

     ANGLE AT BACK BOOTH

     Kragen and Richards watch Michael carefully.

                               KRAGEN
               I don't know who you are, 'Hutch' --
               but I'm gonna show you what I do to
               people who set me up.  And if I ever
               see your face again, I'll kill you.

     Just as they both move towards Michael, the comlink beeps a
     distress signal, distracting them.  Michael makes a run for
     the door, but it's blocked by the bartender.  He swings.
     Michael ducks, connects and knocks the bartender to the
     floor.

     Kragen and Richards rush Michael.  Michael tosses a barstool
     at Richards, knocking him down.  Kragen swings and misses.
     The bartender gets up, grabs at Michael, ripping off the 
     comlink.  Michael's knocked off balance.  He scrambles to
     his feet, reacts.

     MICHAEL'S POINT OF VIEW - THE THREE MEN

     come towards him.  He is trapped against the bar.

     INT. K.I.T.T. - DAY

                               K.I.T.T.
               Michael, please respond!  This is 
               an emergency.  Are you there?!
               Michael...?

     No response.

     OMITTED

                                              CUT TO

     INT. AMELIA'S CONDO - DAY

     Camela opens the door and Michael enters.  He's a mess.  His
     clothes are torn, his face is bruised.

                               DEVON
               Michael...!

                               CAMELA
               My God, are you all right?

     They help him to the couch.

                               MICHAEL
               I'm okay...just sore.  Real sore.
                      (a beat)
               I have one question, Devon:  What
               happened?!

                               DEVON
               I don't know.  All the Federal Agent
               could tell me was that whoever arranged
               it had a great deal of clout...I'm 
               sorry, Michael.

     Something clicks.

                               MICHAEL
               Clout...someone like Congressman 
               Ebersol?

                               DEVON
               Why Ebersol?

                               MICHAEL
               A call went out from Kragen last night
               -- to Ebersol's campaign office.

                               CAMELA
               Ebersol was the coauthor of the 
               Congressional Report on illegal
               arms sales!

                               MICHAEL
               I'll bet you won't find Strock's
               name in that report.

                               CAMELA
               Then that's what Mama must have
               found -- something that linked 
               them together.

                               DEVON
               That might explain the technical
               drawing of the Sledgehammer's
               guidance system.  Maybe she found
               out how Strock gets his top-priority
               weapons....

                               MICHAEL
               If you're right, it's with Ebersol's
               help.

     A silent, thoughtful moment.

                               CAMELA
               My mother had the courage to risk
               her life to get evidence against
               them.  And you did, too.  Isn't
               there something more we can do?

     Michael considers it.

                               MICHAEL
               There's something we can try.  But
               it's a longshot, a real longshot...
               and it could be dangerous.

                               CAMELA
               What do you want me to do?

                                              CUT TO

     INT. EBERSOL'S OFFICE/HEADQUARTERS - DAY

     A hectic place of ringing phones and hurrying people.  In a 
     glass-partitioned office are Ebersol and Strock, going over
     some papers.  Outside the office, Camela enters, dressed
     and made up to look exactly like Amelia.  She hands a letter
     to a campaign worker and waits as she delivers it to Ebersol.
     The worker points out at Camela, and Ebersol and Strock stare,
     transfixed.

     With a wisp of a smile, Camela vanishes.  Ebersol and Strock
     move out after her, trying not to attract attention to them-
     selves.  They see a back door close.

     EXT. ALLEY WAY - DAY

     Camela gets into K.I.T.T. and Michael speeds down the alley.
     When Ebersol and Strock come out of the door, all they see
     is the departing Trans Am.

                               EBERSOL
               You said she was dead!

                               STROCK
               That's what Kragen told me!

                               EBERSOL
               Did he see the body?

                               STROCK
               No one could have escaped that
               inferno.  Kragen hit her with a 
               Sledgehammer missile.

                               EBERSOL
               Did he see the body?!

     All Strock can do is shake his head.  He opens the letter.

                               EBERSOL
               What does she want?

                               STROCK
               $500,000 dollars.  Cash.

     They look at each other, considering options.

                               STROCK
               I've got an idea how to solve
               this problem...once and for all.

                                              CUT TO

     EXT. SEMI - DAY - MOVING

     INT. SEMI - DAY

     April is working on K.I.T.T.  Michael is preparing himself
     for the job ahead.

                               APRIL
               Do you think they'll take the bait?

                               MICHAEL
               I wish I knew.

                               APRIL
               I hope Camela will be all right.  Of
               course, she'll be in good hands --
               right, Kitt?

                               K.I.T.T.
               As am I, April.

     She smiles.

                               APRIL
               I'm increasing the microwave jammer
               three times its normal strength,
               Michael.  If they use the SX-411
               helicopter, it should knock out the
               coils in the turbines.

                               K.I.T.T. AND MICHAEL
               Should?

                               APRIL
               The only problem is you'll have to
               get considerably closer than you
               normally would.

                               MICHAEL
               How do we do that without getting
               blown up in the process?

                               K.I.T.T.
               A very good question, Michael.

                               APRIL
               Unfortunately, I don't have a very
               good answer.  I've outfitted Kitt with
               those prototype ultramagnesium charges
               we tested.  They weren't designed
               to deflect heat-seaking missiles but
               if all else fails they might work.

                               MICHAEL
               Might?

                               APRIL
               It's the best I can do on short 
               notice.

                               MICHAEL
               Why don't I feel reassured?

                               APRIL
               Good luck, Michael.

     She impulsively kisses him on the cheek.

                               MICHAEL
                      (climbing 
                       into K.I.T.T.)
               You know what the Black Snake
               Commandoes say about luck....

                               APRIL
               Yes, but they didn't have Kitt.

     She smiles, bravely, but the worry is there.  Michael
     backs the car out of the semi.

                                              CUT TO

     EXT. AMELIA'S CONDO - DAY - LATER

     An ND car pulls up behind and down the street from the parked
     Trans Am.  Richards is in the driver's seat, Layton is in the
     passenger's seat.  The car is equipped with a CB.  Camela,
     dressed as Amelia, steps outside and walks to K.I.T.T.

     INT. K.I.T.T. - DAY

     Camela climbs in the driver's side.  She nervous, fright-
     ened, but determined.

                               K.I.T.T.
               Bienvenu, Camela.  Put your hands on
               the wheel, sit back and leave the 
               driving to me.

     K.I.T.T. pulls out.  The ND car pulls out behind them.
     K.I.T.T. tries to calm her.

                               K.I.T.T.
               Would you like me to play a Beethoven
               symphony?  Perhaps something by
               Brahms....

                               CAMELA
                      (preoccupied)
               Thank you, Kitt.

     The music instantly comes through K.I.T.T.'s sound system.

                               K.I.T.T.
               This is Bach's well-tempered clavicord.
               It's one of Michael's favorites.

                               CAMELA
               Really?  I thought he liked rock-
               n-roll and girls in bikinis.

                               K.I.T.T.
               I just like to tease him, sometimes.
               Actually, Michael's a man for all
               seasons.  He's forever carrying on
               about museums and ballets....

                                              CUT TO

     EXT. STREET - DAY - ANGLE ON K.I.T.T.

     As K.I.T.T. approaches a four-way intersection, we see the
     Knight semi lumbering out.

                               K.I.T.T. (O.S.)
               Hold on, Camela.

     K.I.T.T. accelerates, cutting in front of the semi, which,
     moving slowly, causes the ND car to stop.

     ANGLE ON DEVON AND MICHAEL IN A RENTED CAR

     parked at the curb on the opposite side of the semi as
     K.I.T.T. pulls to an abrupt stop.  Michael exits the rented
     car, Camela exits K.I.T.T.  Both enter the other car,
     quickly, and move out down the street, as:

     THE SEMI

     as it clears the intersection, Richards screams out after
     K.I.T.T., taking no note of the slower moving rental car
     driven by Devon.

     EXT. HIGHWAY - DAY

     A largely deserted road.  K.I.T.T. and the ND car are the
     only two vehicles on the highway.

     DAY - RUNTHROUGHS

     The ND car stays behind K.I.T.T.  The desert becomes much
     more desolate.

     INT. ND CAR - DAY

     Richards talks into his Handi-talkie.

                               RICHARDS
               We're clear.  She's all yours.

     As the ND car drops out of sight, K.I.T.T. is alone on the 
     highway.

                               K.I.T.T.
               Michael, I believe we've lost our tail.

                               MICHAEL
               I believe you're right, pal.  What-
               ever they've got planned for us
               shouldn't be long now....

     Suddenly, a loud muffled sound is heard.

     MICHAEL'S POINT OF VIEW - THE SX-411

     seems to appear out of nowhere, filling the screen with its
     huge presence.  In the daylight, out in the open, it is awe-
     some, a full-blown attack helicopter, the K.I.T.T., as it
     were, of helicopters.

                               K.I.T.T.
               Oh, my.

     VARIOUS ANGLES - THE CHASE

     K.I.T.T. hits pursuit and Kragen unleashes the fury of the
     mighty Gatling gun on the car.  The bullets merely spark off.
     K.I.T.T. zig-zags on the road.

     OMITTED

     INT. SX-411 - COCKPIT - DAY

     Kragen, wearing a pilot's helmet, presses a black button on
     the fire control display panel.

     SLEDGEHAMMER MISSILE

     spits from the underbelly of the SX-411.

     INT. K.I.T.T. - DAY

     Michael races the car away, but the missile stays on his tail.
     It's coming closer...closer...Michael hits a button on the 
     dash.

     EXT. K.I.T.T. - DAY

     An ultramagnesium charge is ejected from K.I.T.T.  Drawn
     by its heat, the Sledgehammer smashes into the ground where
     the charge fell and explodes in a wrath of fire.

     INT. K.I.T.T. - DAY

     Michael slows K.I.T.T. off the road into the canyon, and
     starts to drive him around in a circle.  The SX-411 hovers
     above, the Gatling guns pounding away with cannon fire.

                               MICHAEL
               Okay, buddy, let's knock out his
               coils.

     He hits the microwave jammer button and on the monitor
     screens, they go to work.

     INT. SX-411 - COCKPIT - DAY

     Kragen listens as one of his engines starts to sputter.
     Reflexively, he pulls the helicopter up.  Once out of
     K.I.T.T.'s jammer range, the turbines purr normally.

     INT. K.I.T.T. - DAY

     Michael races K.I.T.T. towards the chopper.

                               MICHAEL
               Kitt, we're not bringing him down!

                               K.I.T.T.
               I gave it everything I had, Michael.
               We simply must get closer.

                               MICHAEL
               Easy for you to say.

     INT. SX-411 COCKPIT - DAY

     Kragen hits the black button again.

     SLEDGEHAMMER MISSILE

     comes straight at K.I.T.T.

     INT. K.I.T.T. - DAY

     At the last minute, Michael hits the "turbo boost" button --
     and K.I.T.T. jumps out of the way, just in time.  The
     Sledgehammer explodes under the car, nearly causing it 
     to turn over.

     Michael maneuvers the car towards the edge of the canyon.

                               MICHAEL
               All right, pal -- let's give him
               some smoke.

     Michael hits the "smoke screen" button on the dash.

     OMITTED

     ANGLE ON K.I.T.T.

     A billow of smoke envelopes the car.  Kragen heads for the 
     car.

     INT. SX-411 - COCKPIT - DAY

     Kragen hits the black button and a rocket fires....

     ANGLE ON SMOKE SCREEN

     The Sledgehammer smashes into the smoke screen.  The
     explosion is loud and blinding.

     ANGLE ON K.I.T.T.

     climbing up a side road to the top of the canyon where the
     sides are no more than fifty feet across.  Michael revs the
     car up, starts it to the canyon wall....

                               MICHAEL
               This is as close as we're going to 
               get, Kitt.  Give me everything 
               you've got!

     INT. K.I.T.T. - DAY

     ...and hits the "turbo boost" button.  The car heads up, up
     and over the canyon and the SX-411...Then Michael hits the 
     microwave jammer button.  On the monitor screen, the jammer
     appears, goes weak, appears again, as sparks fly from under
     the hood.

     INT. SX-411 - COCKPIT - DAY

     As the turbines sputter, Kragen tries to take the chopper
     up -- but it won't go.  Panicked, he hits every emergency
     switch, but nothing works.

     ANGLE ON K.I.T.T.

     As it lands on the other side of the canyon, safe, Michael
     starts the car back down to the bottom of the canyon.

     ANGLE ON SX-411

     The chopper auto rotates and lands at the canyon floor with
     a thud.

     EXT. CANYON'S FLOOR - DAY

     Kragen jumps out of the SX-411 and starts to run.  Michael
     and K.I.T.T. scream alongside.  Michael cuts him off, jumps
     out of the car and tackles Kragen.  They both get to their
     feet, circle -- and Kragen brings up his fists.

     Kragen swings, Michael deflects it.  Kragen attacks again,
     Michael ducks, then smashes him with one punch.  Kragen
     goes down, out cold.  Motionless.

                                              CUT TO

     INT. EBERSOL'S OFFICE - CAMPAIGN HEADQUARTERS - DAY

     Ebersol and Strock are looking over some papers, when they
     hear a knock at the door.  Devon enters.  Ebersol and
     Strock stand up.

                               DEVON
               I'm sorry to disturb you, but there's
               someone I'd like you to meet.

     He opens the door to reveal Camela, dressed as Amelia.  She
     undoes her hair, takes off her glasses so they see that it 
     is, indeed, Camela.

                               DEVON
               Gentlemen, meet Camela Clermont,
               Amelia's daughter.

     The two Federal Agents enter the office and grab Strock.
     Before they can take him out:

                               DEVON
               It was only a matter of time, Strock.
               And it will be again -- in your case,
               I would think about twenty years.

     The Agents take him out.  Ebersol is very shaken, pale.

                               CAMELA
               I'm not the only one in disguise,
               Congressman:  people believed in you
               ...my mother believed in you...I'm 
               going to make sure your disguise
               comes off, too.  Publicly.

                               DEVON
               We don't have all the pieces yet, but
               sooner or later we will.  And when
               we fit them all together, you'll join
               Strock in federal prison.  That's our
               campaign promise to you, Congressman.

     We hold on Ebersol's shocked reaction and we:

                                              FREEZE FRAME

                                              AND

                                              FADE OUT

                         END OF ACT FOUR

                               TAG

     FADE IN

     EXT. AMELIA'S CONDO - DAY

     Michael, Devon, April and Camela step outside.  A cabbie
     grabs Camela's suitcase and loads it in his taxi, which is
     parked a few car lengths from K.I.T.T.  Camela is dressed
     in her traveling best.

                               CAMELA
               I want to thank all of you.  I came
               here to find my mother...and even
               though I lost her, you helped me
               discover who she really was.

                               APRIL
               What are your plans now?

                               CAMELA
               I'm going back to Paris, tie up a few
               loose ends.  Then I'll come back to
               the States.  Mama never lost her 
               fascination with America.  Mine is
               just beginning.
                      (to Michael)
               Besides, we have symphonies to go
               to, not to mention plays, museums,
               ballets, the opera....

                               DEVON
               It looks as though you're going to
               have a full social calendar when
               Camela returns, Michael.

     With a smile and a look towards K.I.T.T.:

                               MICHAEL
               C'est la vie.

     They all laugh.  She gives Michael a kiss on the cheek, a 
     warm hug.  Then she steps up to April and Devon.  She hugs
     April, then turns to Devon.  They hug, tightly, then kiss,
     a father's kiss for a daughter.  As she moves toward the
     waiting cab:

                               CAMELA
                      (calling)
               Au revoir, Kitt!

                               K.I.T.T.
               Au bientot, Camela!

     The cabbie wonders what the hell is going on.

     ANGLE AT K.I.T.T.

     Michael, April and Devon watch as she gets into the cab.

                               DEVON
               Giving up the past is very difficult.
               But...not so difficult when some of 
               it lives on in the present.

     They wave one last time to Camela.  The cab turns a corner
     and is gone.

                               MICHAEL
               Why don't you two follow us to
               Southern California?

                               APRIL
               Hey, that's a terrific idea.

                               MICHAEL
               With a little luck, I'll get to
               see you in a bikini.

                               APRIL
               You know what they say about luck.

     EXT. K.I.T.T. - DAY

     Michael laughs, climbs in.  April and Devon lean into the
     other window.  Suddenly, a "Beach Boys" tune starts to play
     through K.I.T.T.'s dash.

                               DEVON
               What on earth is that?

                               K.I.T.T.
               A California song, Devon.  It extolls
               the attractions of that particular
               area:  surfing, sun, and girls in
               bikinis.

     Michael starts the engine.  April likes it.  Devon, however,
     does not.

                               DEVON
               My dear boy, I think for the next
               case, I'll send you to Paris.

                               MICHAEL
               You'll get no argument from me there.

                               K.I.T.T.
               If we go to Paris, Michael, can we
               stop at Le Mans?

     As they all laugh, we:

                                              FADE OUT

                             THE END