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INT. ATMOSPHERE PROCESSOR CONTROL ROOM - DAY

Nate and Serena are in an elevator. The doors open, revealing the atmosphere processor control room, which is really more of a chamber. Monitors are everywhere, showing every corner of Memphis Facula - The Hollywood District, the Docks,

Graceland, Cheet's Billiards, Nate's apartment, etc.

They are surrounded by gigantic equipment on all sides.

Catwalks suspended from the ceiling lead everywhere.

Nate and Serena exit the elevator just in time to see Harlow throw a large red lever.

CONTINUED:

CONTINUED:

(CONTINUED) NATE

Max Harlow, I'm here to arrest you.

HARLOW

Ah. This is where we differ. I just shut off the atmosphere processors.

In less than five minutes, everyone in this settlement will be

unconscious and bordering on hypothermia. That includes you.

NATE And you.

Harlow produces an oxygen mask. Behind them, one of the monitors shows Fred being overtaken by the guards.

HARLOW

No. All I have to do is wait for you to pass out, take care of you, then turn the processors back on and put your corpse on the next ship to Io.

SERENA

Dad, come on, you're not really going to do this. Turn it back on.

You don't want another Callisto.

HARLOW

You haven't called me dad since you were ten. And really, Nate? You're trying to use my daughter as

leverage? That's what I do.

SERENA What?

Behind them, only noticeable if you're really paying

attention, one of the monitors shows his guards being taken out, one by one by an unseen shooter.

HARLOW

From the day you came into my life, you were and are a publicity stunt.

You are a product and nothing more.

The people of this colony trust me because I took in one of their own.

Kept her smart. Kept her healthy.

She's on the verge of tears.

CONTINUED:

(CONTINUED)

CONTINUED: (2)

HARLOW (CONT'D)

And isn't it a shame that our brand new marshal shot her while trying to murder their leader.

SERENA What?

POW - Harlow shoots Serena in the stomach. She falls on her side, bleeding out.

HARLOW

Don't worry, she'll live. Sorry to say, you won't.

As he turns his gun to him, there is the CRACK of a rifle behind them. A bullet ricochets right by their heads. They both spin around and see: On a catwalk behind them stands the woman from Callisto.

Before she can shoot again, both Harlow and Nate unload their weapons up at her. She dives for cover.

CLICK - both Nate and Harlow are out of ammo.

BEAT. Silence for a second.

Then-Nate bolts for the switch, but Harlow tackles him to the ground.

Nate claws at Harlow's mask. He almost gets it off, but Harlow rolls off of him. He's now between Nate and the switch.

Bullets whistle past them and ricochet off of metal as the woman on the catwalk resumes taking pot-shots at Nate.

Around them, the machinery groans as the temperature plummets. Nate's breath can be seen in the air.

HARLOW (CONT'D)

Only about a minute of oxygen left, Nate.

This is his last chance - Nate RUSHES Harlow and the two of them exchange blows, though Nate is running out of air and getting dizzy. He can barely stand. The room begins to spin.

Harlow towers over him, assaulting

him--POW - The woman on the balcony sends a bullet through Harlow and into Nate. They both drop, lifeless.

CONTINUED: (2)

CONTINUED: (3)

(CONTINUED) Serena looks helplessly at the monitors, where people are dropping in the street. This whole colony will be dead in less than a minute. Tears run down her face. She's

suffocating.

SERENA Dad...

The woman from Callisto passes her. She stops at the switch and flips it back on. Around them, the room shudders as the machinery hums back to life.

The woman then goes to Nate, who is barely alive. She levels her gun at

him-But she is shot dead. As she collapses, we see SERENA behind her, a total wreck.

We close in on Nate as he loses consciousness. We FADE OUT - as if the movie is

ending-INT. DOCKING BAY - "DAY"

Dozens of prisoners file onto the same ship that Nate arrived on. One of those prisoners is ALAN. He looks giddy, like a kid on Christmas.

SERENA

So you're finally going home.

Alan turns to find Serena.

ALAN You must be Serena.

SERENA Hi.

ALAN

Nate told me all about you.

SERENA Did he now?

ALAN

Yeah. I'm going to miss him.

SERENA

What do you mean? He's coming with us.

REVEAL: Nate approaches them. His arm is in a sling. For possibly the first time in this movie, he smiles.

CONTINUED: (3)

(CONTINUED)

CONTINUED:

NATE

So, Alan. How's your replacement doing on the Clarke Station?

INT. CLARKE STATION - NIGHT

Highway to Hell plays at full-blast as Fred operates the tractor-beam. He looks %100 better than he did in the mines.

He's already started re-decorating the place. He stops midway.

FRED Nah.

He changes the music to James Brown's Papa's Got a Brand New Bag.

INT. DOCKING BAY - NIGHT

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