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THX 1138 (1971)

by George Lucas and Walter Murch.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


BLACK

Barely audible, an organ plays a haunting theme.  The title credits appear.
They are simple green lettering on a black background.

                                                               

1.    BLACK

T.V. MONITOR

Point of view from inside a small medicine cabinet.  The door is
opened creating a low hum, and throwing light on THX 1138, a man
about thirty-five years old.  He has a closely shaved head:
which makes him appear bald.  The image is distorted as seen over
a TV monitor.

                    MALE VOICE
         What's wrong?

THX takes a bottle of blue pills out of the cabinet and talks
directly into the camera.

                    THX
         Nothing.....nothing really.  I
         just feel kind of lousy.  I need
         something stronger.

                    MALE VOICE
         If you have a problem, don't
         hesitate to ask for assistance.
         CALL 348-853

                    THX
         Yes.....Thank you, I'll be all
         right.  I'm all right.

He takes two of the pills and returns the bottle the cabinet.

                    FEMALE VOICE
         For more rapid results use your new
         D code on your Mercicontrol card.
         Thank you.

THX closes the cabinet.

                                                               

2.    BLACK

T.V. MONITOR

The door to the cabinet begins to open - hesitates - then closes.

                    MALE VOICE
         What's wrong?

The door opens revealing LUH 3417, a 20 year old woman, also with
a closely shaved head.  She is nervous and struggle to maintain
her composure.

                    MALE VOICE
         What's wrong?

LUH takes the bottle of pills THX has just consumed and becomes
frightened.

                    LUH
         ....never mind.  I'll replace
         these later.

She slams the door closed.

                                                               

3.    BLACK

HOLOGRAM ROOM

CLOSE ANGLE
A bald man dressed in white, huddles in a bare, dimly lit room,
Two large leather clad policemen beat the man with long chrome
nightsticks, making a dull thudding sound.

                                                               

4.    BATHROOM

LUH also dressed in white stands in the corner of a very small 
bathroom.  It is very modern, with many fixtures not in an ordinary
bathroom; outstanding of these is a small medicine cabinet with a
small sign on the face which reads: “SEDATION SP9, USE WHEN
NECESSARY”.

CLOSE ANGLE
She stands facing the wall.  She is crying.  The thudding sound of
the policemen can be heard in the background.

MED ANGLE
LUH stops crying, drys her eyes and looks into the mirror.  She
regains her composure and pores the pills down the toilet.  The
camera TRACKS with her as she walks into the mainroom.  She
passes by the Hologram room where the thudding sounds of the
policemen are originating.

                                                               


5.    MAINROOM

LUH enters the small, white, plastic looking room.  One wall is 
filled with small compartments.  She opens one of the cabinets
and pushes a series of buttons; which light up.

CLOSE ANGLE
LUH sits for a moment having now regained control of herself.  She
takes a cellophane packet of pills out of one of the compartments
and carefully removes the pills and replaces them with pills from
her pocket.  She puts the packet back into the compartment.  She
becomes aware of the sounds of the policemen in the Hologram room.

                                                               

6.    HOLOGRAM ROOM

FULL ANGLE
The room contains two over-stuffed reclining chairs, with control
panels on the arms.  THX is sitting in one of the chairs watching
the policemen beat the huddled man.  LUH enters and stands by the
doorway, slightly repulsed by the beating.  THX is aware of her 
presence, but neither speak.

CLOSE ANGLE
Upon closer inspection, we see the policemen have smooth chrome
faces and are actually robots.

MED ANGLE
THX reaches for the volume knob and twists it up one notch.  Another
robot appears beating the man.  LUH walks over and sits in the
vacant chair.  She fidgets nervously.

                    LUH
         You ought to eat.

THX looks over to her, but does not respond.  LUH reaches for the
volume knob, and turns it down, one of the policemen disappears.

                    LUH
         I started your dinner for you.
         It's probably ready by now.

                    THX
         I'm not hungry.

                    LUH
         Well it's fixed, so you'll have 
         to eat it.

LUH  becomes angry.

                    LUH
         No, your going to eat it, or it
         will go to waste.

                    THX
         What's the matter with you?

LUH turns back to watching the policemen.  THX sits quietly, and
after a few moments, he gets up and leaves the room.  LUH immediately
flips the switch on the arm of the chair.

An intense flash of light fills the room and gives way to a naked
negro female mannequin, with no genitals, dancing exotically to
driving, sensual afro-electronic music.  She flips the switch again,
and the flash fades into a newscaster comfortably seated in a chair
directly across from her.  He is dressed in white, and his head is
closely shaven; as are all of the people in this society.

                    NEWSCASTER
         ....in the constant striving for
         perfection in the AIA.PB848's which
         have been built this year.  Five
         felons have been caught fleeing
         rehabilitation center dd2.  All five
         have been  undergoing treatment for
         drug offenses, two of the felons were
         products of the sex act, the other three....

                    LUH
         What?

                    NEWSCASTER
         Two of the felons are products of the sex
         act, the other three are from reproduction
         clinic nineteen.  The quintet escaped from
         compound 545 and were all subsequently
         destroyed. Reports indicate....

THX returns to his chair carrying his dinner on a tray.  The food looks
like multi-colored foam rubber.

                    THX
         What's this?  Why did you change it?

                    LUH
         You've seen enough.

                    THX
         You know I don't feel well.

                    LUH
         Eat your dinner.

LUH flips the switch revealing a drama involving two male negro mannequins
standing next to a low, sleek car with a massive, complicated jet engine
on the back.

                    MANNEQUIN ONE
         ....and then my request for new arms
         and legs finally came through.

                    MANNEQUIN TWO
         Well that's great then.

                    MANNEQUIN ONE
         No.  It's terrible.  I ordered two
         arms and a new leg, and they sent 
         me two legs and a new arm.

Raucous canned laughter is inserted as the two mannequin get into
the autojet.

CLOSE ANGLE
THX is expressionless.

                    THX
         That was very funny.

                    LUH
         What?

                                                               

7.    OBSERVATION CELL

We view THX in an OPERATING ROOM via a TV monitor.  He is working
at an electronic control panel in a small glass boot.  He manipulates
two mechanical hands working on the disassembled body of a chrome
policemen.

The CAMERA PULLS BACK, to reveal several monitors which scan other
operating rooms.  In another row are sedation cabinets, mostly black,
because the boxes are closed.

FULL ANGLE
We now see many rows of TV monitors, surrounded by gages, dials,
and switches.  Two workers are sitting at the control board facing
the monitors.  We recognize LUH as one of the workers.  A man, SEN
5241, is the other operator.

MED ANGLE
This is an observation cell, where all phases of life are under
continual surveillance.  LUH operates the controls at her panel
and types what she observes into a computer.  On one of the
monitors is a man in a bathroom alcove similar to the one we saw in
THX's home.

                    VOICE
         What's wrong?

The man is hysterical and screams at the monitor.

                    MAN
         Help me.....HELP me.....

                    VOICE
         What's wrong?

The man takes the pills out of the cabinet and begins to eat them a
hand full at a time.

CLOSE ANGLE
LUH is tense and pre-occupied.  She reacts by pushing a button which
programs a new recording.

                    VOICE
         Take four red capsules, in ten
         minutes take two more.  Help is on the...

LUH reports the incident into the computer.  The image on the monitor
observing one of the operating rooms is shaken, and turns white as
though there has been an explosion.  THX continues his work and is
oblivious to what has happened.

MED ANGLE
LUH has slipped into a daydream.  SEN notices the accident and
studies LUH for a few moments.  Suddenly a voice cackles over the
intercom.

                    INTERCOM VOICE
         Concourse 5.....Cross 3.....Monitor
         concourse 5.....3417 are you there?
         Relate....relate.....

LUH awakens from her trance, and fumbles, to discover what has
happened.  She presses buttons that spread the accident among five
monitors.

CLOSE ANGLE
LUH reaches for a container of yellow pills, she thinks for a moment,
then returns the pills to the container.  On the monitors there is much
confusion in the destroyed passageway.  People move along the corridor 
to get a better look at the accident.  LUH pushes a button and a tape
activates.

                    TAPE VOICE
         Do not enter this area without consuming
         j23.  This is a traumatic area.  Do not
         enter this area without....

Policemen are seen carrying parts of bodies out of a destroyed
operating room.

                    INTERCOM VOICE
         Radiation suppress.  Seal chamber 5G,
         seal chamber 5G.  Exterminate occupant.

On the monitors, LUH watches a man bang on the door to his work
cell.  Slowly he fades, collapses, and dies.  As she watches the
disaster scene, tears come to her eyes.  She dries them quickly and
glances at SEN to see if he has noticed her.  He is busy typing a
report.  A voice brings her back to the monitors.

                    MALE VOICE
         What's wrong?

A man from an industrial section is on one of the TV monitors,
screaming hysterically.  There are flames and smoke in the back-
ground.

                    MAN
         Fire in sub-station 35k, command
         13, we've got 73 men down here...

LUH quickly punches a button on the tape respond panel.

                    VOICE
         You are a true believer, blessings
         of State, blessings of the masses
         Thou art a subject of....

LUH is taken by surprise, and fumbles for the retract button.
There is a moment before the correct tape is heard,  SEN looks
up at LUH, who is unaware she is being watched.

                    VOICE
         Stay calm, correct procedure is
         essential.  Do not fail to remove
         auxiliary command circuit before
         evacuation.  Vacuum detail and
         suppression units for your area have
         been notified and are on their Way.

LUH finishes typing her report and becomes aware that SEN is watching
her.  She looks up at him, and he quickly goes back to work.

                                                               

8.    PRAYER BOOTH

THX sits in a small cube which features a desk facing a large photograph
of the prophet OMM.  The image is similar to a renaissance painting of
Jesus.

                    VOICE
         My time is yours, go ahead.

THX mumbles a short prayer; which is cut short by the recorded
voice.

                    VOICE
         Very good, proceed.

THX is uneasy, and fumbles for the right words.

                    THX
         Well.... I slipped on a T5 transfer
         this morning.  It's never happened before.
         I wasn't concentrating enough.  Things
         haven't been.....

                    VOICE
         Yes.

                    THX
         ....going well.  How could I be so
         wrong. (pause) SCO 1202 cross
         wired a 904.  He's been receiving
         extra credit.  He offered me some.
         But you must already know about
         that....Why do I bother you with
         such.....

                    VOICE
         Yes

                    THX
         I did not accept any. (pause) I...
         I wanted... to.  But I didn't.
         You know I didn't.  Don't you?

There is a pause as THX waits for an answer.

                    VOICE
         Yes.

                    THX
         My mate has been acting very strange.
         I can't explain it.....but.  I haven't
         been feeling very well myself.  I 
         don't know, maybe it's me.  I needed
         an SP9 last night.  I feel as if
         something odd were happening to me.
         Something....

                    VOICE
         Yes.

                    THX
         I can't understand.  The sedatives....

THX pauses, and trys to think of what he wants to say.

                    THX
         ....I'm taking SP5, but it doesn't seem
         strong enough.  I have a hard time
         concentrating.  Please forgive me, I
         slipped on....

                    VOICE
         You are a true believer.  Blessings of
         the state, blessings of the masses.  Thou
         art a subject of the divine.  Created in
         the image of man, by the masses, for the 
         masses.  Let us be thankful we have an
         occupation to fill.  Work hard; increase 
         production; prevent accidents, and be
         happy.

THX slumps, exhausted by the effort of communicating with OMM.

                                                               

9.    SCHEDULING OFFICE

THX is in a large hall, crossing over to a bank of small boxes
along the wall.  He attempts to open one of the boxes with a
plastic badge from his lapel, and struggles for a moment
before finally getting it open.  He pushes some buttons inside
the box, then closes it.  He is very tired; almost unable to
cope with the trivia of daily life.

MED ANGLE
THX turns around to leave and is confronted by LUH, who has
been standing directly behind him.  She is holding a punch
card.

                    THX
         What do you want?......

LUH stares at him without answering.

                    THX
             (Glancing at the card)
         What did you get?

                     LUH
         I have to see SEN.  I've
         just been given a shift
         change.

                    THX
         When?

                    LUH
         Now.

                    THX
         Now?

                    LUH
         He wants me to come to his
         quarters.

                    THX
         (Glancing at the boxes and
         pointing)
         A shift change should come 
         through the scheduling office.
         Why should he want to see you?

                    LUH
         I don't know.

                    THX
         Don't go.

                    LUH
         I have to... he's a G-34

                    THX
         You don't have to... I
         don't trust him.  You ought
         to file a report.

                    LUH
         No, don't make trouble.  It's
         nothing.

THX is becoming confused and exasperated.

                    THX
         Then why did you bring it up?

                    LUH
         I didn't.  You asked me about
         the card. (pause) You're going
         to get us into trouble.

LUH starts to move off.

                    THX
         I haven't done anything.

                    LUH
         Don't be so sure.

LUH quickly disappears into the crowd.  THX rests against the
wall; the noise and the crowding people are almost too much
for him.

A chrome robot and a man, both dressed in bright yellow, pass
by engaged in conversation.  A moment later, a man drops his
computer card and is trampled trying to retrieve it.

THX is seen on a TV monitor.  He is unable to withstand the
crowd and moves off screen down the passageway.

10.   REST PLAZA

THX moves to a large door with a sign reading “REST PLAZA”.  He
opens the door and enters a small room lined with benches and
filled with old people sitting and staring at one another.  As
THX enters, they all turn and stare at him.

CLOSE ANGLE
THX searches for a vacant bench and begins to feel very uncom-
fortable.  Finally, he turns and leaves.

                                                               

11.   HOLOGRAM ROOM, THX'S QUARTERS

The faint sound of a heartbeat grows louder as a pulsating,
round, red blurr slowly appears in the center of the room.  THX
is sitting alone in the overstuffed chair.

The red ball descends from the ceiling and surrounds THX's
abdomen as he takes two capsules out of a compartment in the
arm of the chair and swallows them.

THX flips a switch on the arm of the chair; an intense flash
of light fills the room and gives way to a naked negro female
mannequin making erotic movements to the beat of a driving
afro-electronic song.

THX undergoes the physical movements of a sexual experience.
After he reaches his climax, he relaxes, breathing deeply,
resting for a moment as the mannequin continues to gyrate and
the red ball fades away.

THX flips the switch several times.  A series of images flashes
through the room: a chrome policeman beating a man to death; a
newscaster; a matronly woman discussing drugs; a male mannequin;
and finally two men sitting behind a long table.  Only one man
speaks, the other listens attentively, occasionally looking
from THX to the speaker.

                    MAN
         ....to stimulate the arithmetical
         and logical processes as an extention
         of the 5141.  Never before have we
         been so contented, never before has
         life been so satisfying...

there is a jump in the man's movement - a reminder that he is
only a hologram.

                    MAN
         ...so satisfying.  A referendum of bliss,
         a fabrication of gratification sustained
         by the benevolence of authority...

                    THX
         What?

The man disappears for a moment, then pops back.

                    MAN
         a referendum of bliss, a fabrication
         of gratification sustained by the
         benevolence of authority...

                    THX
         That's not what I meant.

                    MAN
         ...the inadequacies of the human
         personality are rapidly being over-
         come by the social processes of
         advancing technology.  Component
         lowness, a sophisticated stimulation
         is the answer.  The humanity of
         authority is proudly contemporary.
         Control through companionship,
         combined with economic advantages of
         the mating structure far surpasses
         any disadvantages in increased
         perversions.  A final...

THX hears something in the other part of the house.  He jumps
up, standing in the middle of the silent man.

                    THX
         LUH?

                    MAN
         ...an infinite translate in mathematics of
         tolerance and charity among artificial
         memory devices is ultimately binary.
         Stimulating...

THX flips off the hologram and the two men fade away, leaving
the room dark and empty.

                    THX
         LUH?  is that you?

THX walks into the main room, then into the bedroom

                    THX
         LUH?

He stands alone, disappointed and puzzled.  He ponders the
events of the day, makes a decision, and leaves.

                                                               

12.   SEN'S QUARTERS

A group of men are loading multi-colored boxes containing
personal effects onto a cart.  THX stops at the doorway,
hesitant to go inside.

The room is in a state of confusion as the effects are
checked against a master list by an extremely mannish
woman.  THX finally moves past them and into the residence,
looking for SEN.

                    WOMAN
         sealed personal effects:  3 styrenes;
         an occupational syntax; a red magna
         base - old style; a box of neons; a
         variation; 23 hunter portapods.

SEN is in his section of the bedroom, noticeably annoyed at the
intrusion.  THX enters and stands just inside the entry, staring
at SEN.  SEN becomes aware of THX and begins to stare back.  THX
becomes more and more uncomfortable.

                    SEN
         Well?

THX says nothing.  SEN suddenly recognizes him and stands up.

                    SEN
         It's you, come in, come in...you know,
         this is really odd.  I was just
         thinking about you.  What in the world
         are you doing here?

THX does not answer.  SEN studies him for a moment.

                    SEN
         (pointing to the other room)
         For the moment, I thought you were one
         of the others.  You look much...
         different - in person.

SEN sits down.  THX remains standing, staring expressionless at
SEN.  There is another pause.

                    SEN
         Sit down, why don't you?....(THX does
         not sit) Anyway... I must apologize
         for all this chaos.  They materialized
         this morning and it's been going on
         all day.  Well, it's cross I have to
         bear - the roommate was destroyed, you
         know.

SEN looks at THX, but sees no reaction.

                    SEN
         No...I guess you wouldn't.
         Terrible inconvenience.  I
         could never understand why
         it all must be created and
         filed if it's going to be
         destroyed anyway.  When I
         pass on, I certainly don't
         want anyone going through
         my things.... It's a strange
         life.
                    (Pause)
         I really cannot understand
         why you don't sit down. 

SEN goes into the bathroom alcove and takes a pill.  THX sits
on the edge of the bed.

                    SEN
                  (off-screen)
         You never answered my question.

SEN returns to the bed and sits down on the other end from THX.

                    SEN
         Well, at least you're sitting down...
         You must excuse my going on like
         that.... with ONA gone I feel as if
         I have no one to talk to.  You're
         perspiring, aren't you?  My
         goodness, it's not very hot in here.
         Are you sick?

SEN backs off a bit.

                    SEN
         I'm sure it's warmer in her than
         outside, though.  I haven't been
         out yet, but it usually is...the
         control is fouled...
                    (Pause)

                    THX
         Where is LUH?

                    SEN
         What?

The woman taking the inventory interrupts their conversation.

                    WOMAN
         Count concluded.

SEN hands her the plastic badge on his lapel.  She slips it into
a small box and returns it, with a slip of paper.

                    WOMAN
         You must keep this.

                    SEN
               (taking the slip)
         Yes, of course.

The woman leaves.

                    SEN
         They really smell.  It's
         disgusting.  Did you
         notice it?

THX glares silently at SEN.

                    THX
         Why did you have LUH come here?

                    SEN
         Why are you so concerned?

                    THX
         What's going on?

                    SEN
         I want you for my roommate.

                    THX
         Where's LUH?

                    SEN
         It will be good for both of 
         us.  I've got it all arranged.

THX is having difficulty dealing with this turn of events.

                    THX
         I don't understand.  Living....selection
         is computed.  You can't... What have you
         done to LUH?  She was here..

                    SEN
         We had a long talk and she agreed that
         it would be a good idea for you to
         switch.  She felt that you had not
         been accurately mated to her in the
         first place... You're upsetting
         yourself.  Would you like something?

                    THX
         You're in violation.

                    SEN
         Don't say that.  You look...
         You're not well.

THX is confused and preoccupied.

                    SEN (Cont.)
         I know what you're thinking...
         Program shifting isn't that
         major a crime is it?
                    (pause)
         LUH is a problem for you.  I've
         watched her during work.  She's
         been acting very strange.

THX stands up and starts for the door.

                    SEN
         I won't have another mate like
         ONA.  You rate very high in
         sanitation.  I've checked.  In
         fact, I am surprised that you
         were ever matched with LUH.
         Her ratings are very erratic -
         you know what I mean.  We'll
         be happy.

                    THX
         I don't feel well.

THX leaves.

                                                               

13.   PRAYER BOOTH

THX is in a city plaza prayer booth.  The face of Jesus stares
down at him.

                    THX
         ....with me?  What am I to
         her or she to me?  Nothing.
         She's an ordinary roommate.
         I..I share...

                    VOICE
         Yes...

                    THX
         ...rooms with her.  Our relation-
         ship is normal, conforming.  We
         share nothing but space.  What is
         she doing to...

                    VOICE
         Yes...

                    THX
         ...to me.  I think I'm dying.

THX is experiencing extreme stomach cramps.

                    VOICE
         You are a true believer.  Blessings
         of the state.  Blessings of the
         masses.  Thou art a subject of the
         divine.  Created in the image of
         man, by man, for man.  Let us be
         thankful we have commerce.  Buy
         more.  Buy more now.  Buy more and
         be happy.

THX throws up on the floor of the booth and seems to feel better
for it.  The Mercicontrol card appears, and the concluding voice
is heard as THX feebly gets up and leaves the booth, allowing
another man to enter.

                                                               

14.   COMMERCIAL PLAZA

THX is in a store.  He buys a bright colored three-dimensional
hexagon, pays for it with his legal badge placed in a machine.
In the next stall man is banging on the credit card machine.
THX pays no attention.

                    MAN
         Idiot machine!  Someone ought
         to fix this machine!

A chrome policemen comes and takes the man away.  THX is suddenly
hit by another wave of nausea, and leaves the plaza quickly.

                                                               

15.   THX'S QUARTERS

THX enters, holding the hexagon in one hand.  The rooms are dark

                    THX
         LUH?

He turns on the lights and pauses, waiting for an answer, then
continues in and places the box on the kitchen table.

THX enters the bathroom and closes himself inside a rectangular
glass box.  Air rushes in through a series of nozzles, and he
is dry-cleaned, clothing and all.

MED ANGLE
THX enters the kitchen, notices the hexagon, and places it
inside the product consumer - small, oven-like appliance
that destroys it instantly.  He moves slowly, trying to
keep from becoming sicker.  He opens one of the kitchen
cabinets, presses some buttons inside, and sits down at
the table.  He is shivering uncontrollably and breathing
hard.

                    THX
                  (to himself)
         I need help.

He stumbles out of his chair and feebly makes his way into the
bathroom alcove.  As he passes the hologram room, we see a
figure standing in the shadows.

THX is extremely ill and on the verge of losing consciousness.
He reaches for the sedation cabinet, but collapses just as he
opens it.

TV IMAGE
The bathroom alcove appears empty.

                    VOICE
         What's wrong?

LUH appears on the screen

                    LUH 
         Nothing.  I was looking for my
         tenser.  I'm sorry.

                    VOICE
         If you have a problem....

CLOSE ANGLE
LUH closes the sedation cabinet and drags the unconscious THX
into the bedroom and puts him on the bed.


She sits, quietly, looking at him.  Cautiously, she brings his
hand to her cheek.  A slight smile crosses her face.

                                                               

16.   MAIN ROOM, THX'S QUARTERS

THX is laughing hysterically.  As soon as he starts to gain
control of himself, he breaks out laughing again.

LUH has taken a spherical piece of food from her tray and is
bouncing it on the table.  She is laughing, herself, but still
trying to keep control of the ball.

                    THX
              (laughing very hard)
         Violation...violation...You're
         bouncing in...violation..

This makes them laugh even harder and LUH loses the ball.  They
both dive for it and wind up face to face under the table.
Eventually, they stop laughing.

                    THX
         I've never been under the table
         before.

                    LUH
         (pointing at the underside of the
         table)
         Look,dirt!    

                    THX
                   (mocking)
         That's not dirt...Can't be dirt..
         Dirt is a violation

                    LUH
         Looks like dirt    

THX picks up the red food ball and holds it up at LUH.

                    THX
         Look, food!

                    LUH
         That's not food.  Can't be  
         food.   

                    THX
         Looks like food.

THX takes a bite out of it and grimaces.

                    THX
         Tastes like food.

He scrambles out from underneath the table and tosses it in the
product consumer.  It disappears instantly.

                    THX
         Produced to be consumed!

LUH goes over to the table and scoops up the rest of the food.
She begins tossing it into the product consumer.

                    THX
         Hey!  Wait a minute.  Not all
         of it.  I'm hungry.

She begins to break out laughing, throwing the food into the
consumer as fast as she can.  THX starts for her and she begins
throwing the food at him.

THX catches her by the foot and pulls her to the floor.  They
roll around playfully, laughing hysterically all the time.
Slowly and subtly, their play becomes more violent and
sadistic, although they keep on laughing.

                    LUH
                  (laughing)
         The pain, no...the pain, I can't    
         stand it.     

LUH turns on THX, pinning him to the floor.  She sits astride
him, holding his arms.

They are both out of breath and panting heavily, confused by a
slowly increasing awareness of each others sexuality.  LUH
slowly releases THX's arms and sits up.  She gives a last, em-
barrassed giggle and then falls silent.  They stare at each
other.

                    THX
         Why?

LUH sits silently, showing no response.

                    THX
         Why did you do it?  It's wrong....
         we're wrong.  We're felons now.
         You know it can't last very long;
         they will discover us, and they 
         will destroy us.

LUH is hurt and begins to cry.

                    THX
         Now...now, I'm sorry...don't -
         don't....please.  It's just...
         I was happy.  Why get me involved?
         You told SEN that you weren't
         satisfied with me.

                    LUH
         What?...Oh, no, THX.  That's not   
         true.    
               (she embraces him)
         Not satisfied?  THX, I need you so   
         much.    

THX attempts to comfort her.  He is awkward and uncomfortable.

                    LUH
         I was so scared...I didn't know   
         what would happen with you...once   
         I started.  I almost let you go   
         on so many times.  It will be   
         worth it, together.  When I was   
         alone, I knew.   

                    THX
         But it's so hopeless...you're so
         beautiful.

LUH smiles and sniffles.  They kiss:  an awkward first kiss.

                    THX
         What time is it?

                    LUH
         What?

                    THX
         I said what time is it?  How
         long was I out?

                    LUH
         It's 3+27 hundred

                    THX
         Three!  I'm going to be late
         for my shift.

                    LUH
                  (holding him)
         No!  Don't go.

                    THX
                  (getting up)
         They'll come for me right away
         if I'm not there.  I have to
         go.

                    LUH
         Don't take anything.

                    THX
         I'll try.

                    LUH
         Promise...please don't

THX leaves the room.


                                                               

17.   PASSAGEWAY

LUH is frightened as she hurries down the endless white
hallways.  When she reaches the corridor exit for THX's operating
room, she stops.  She feels conspicuous waiting in the hallway.
A group of men, carrying little white boxes, are leaving the
operating room.  THX is in the group.  He sees LUH and goes over
to her.

                    THX
         What are you doing here?  Is
         anything wrong?

                    LUH
         No....I though (pause)
         I'm afraid.

                    THX
         You're not cleared for this
         precinct.  Let's cross over
         first.

THX motions her down the hallway, and he falls in step a few
paces behind her.  LUH speaks to her without turning around.

                    LUH
         You slipped on a T297 transfer just
         before lunch, didn't you?

                    THX
             (not wanting to talk)
         What?

                    LUH
         On the cervix transfer, you almost
         lost the T297.

Some men in colored uniforms pass them walking in the other 
direction.  THX is silent until they are gone.  THX and LUH pass
through a series of doors and into another precinct.  THX
is angry.

                    THX
         What do you think you're doing?
         You're going to get us arrested.

                    LUH
         But...you...

She falls silent as they walk through the empty cold hallways.

                    THX
         I can't work this way.  I need
         something.  I'm losing control.

LUH struggles to remain calm.

                    THX
         I can't go on like this.  I can't....
         I don't just sit around and watch
         people.  If I make a mistake, it's
         all over.  You see it every day.
         (Pause) Do you want to see me taken
         away in pieces?

                    LUH
         I don't want to lose you.

                                                               

BLACK

18.   CATHEDRAL

A yellow eight burns through the blackness.  A low voice is
heard performing a ritual.

                    VOICE
         ....and it all happened so slowly
         that most men failed to realize
         that anything had happened at all.

The interior of a cathedral is slowly revealed.  Many people
are kneeling before the eight, and a monk in white robes is
performing a rite.

                    VOICE (cont.)
         They had never known what all know
         within, that to know is not to
         know, not to know is to be known.
         To change is to circle without end.

THX and LUH are kneeling, solemnly involved in the service.

                    VOICE (cont.)
         To remain still is to flow with
         the will of OMM.  The breath of OMM
         is infinitely slow, yet he breathes.
         Avail thyselves!  OMM moves!  OMM
         flows!....Let us pray.

CLOSE ANGLE
The voice recites a chant, and the congregation repeats it.
THX watches LUH as she repeats the chant.  He is moved.

                    VOICE/CONGREGATION
         Before OMM was OMM, after OMM will
         be OMM, within OMM is OMM, without
         OMM is OMM.  OMM is one.  We are
         one, Mass is one, All are one....

THX leans over and whispers in LUH'S ear.

                    THX
         I don't want to lose you.

LUH turns and smiles, taking his hand.  There are tears in her
eyes.  He smiles back, and she cannot stifle a rather loud
giggle.  They are both embarrassed.

FULL ANGLE
No one in the cathedral seems to notice.

                    VOICE
         Unity of minds, unity of thought,
         unity of occupations, unity of OMM
         A man.  Blessings of the state.
         Blessings of the masses, Thou art
         subjects of the divine.

When the ceremony is over, THX goes over to a chair in the
corner and flips a switch on it's arm.  The cathedral, monks,
and congregation all fade away, leaving LUH kneeling in the
empty HOLOGRAM ROOM.

                    THX
         What are you doing?

                    LUH
         I don't know.

She rises, walks over and sits in the second hologram chair.
They are both strangely contemplative, and sit quietly in the
darkened room for a long while.

                    THX
         What am I going to do?

There is a long pause.

                    LUH
                   (quietly)
         If you....if you go back on 
         sedation, you won't feel the
         same way about me.  You'll 
         report me for drug evasion.

                    THX
         I've got a slip movement to
         install on my next shift.  I'll
         never make it the way I am now.
         There have been three explosions
         already this....

His argument is more to himself then to LUH.  He looks to LUH,
who is on the verge of tears.  He realizes his logic is of no
help, and he goes over to her.

                    THX
         I couldn't turn you in, not now.
         I....I know I wouldn't!

                    LUH
         You don't know.  You don't....

                    THX
         If I take something, you suffer.
         If I don't, I stuff....

                    LUH
            (with growing excitement)
         I know you can do it without sedation,
         You can, I know you can.

                    THX
         Then what?  It can't go on forever.
         You know it can't.

                    LUH
         We could leave, and live in the
         superstructure....

There is a pause as THX ponders this.

                    LUH
         ....My series is over, you only
         have one shift left, don't you?
         We could be gone before our
         next series started.

THX is sitting on the floor, holding his head in his hands.
LUH goes over to him, and begins to caress his neck.  She
is crying.

                    THX
         It's allright now, shhhh it's
         all right.

                    LUH
         Don't let them separate us.

Their loveplay slowly becomes more and more passionate.  They
are awkward and unsure as they begin to disrobe one another.

LUH is embarrassed, and she begins to giggle, then laugh
uncontrolably.

CLOSE ANGLE
They are like children experimenting for the first time..There
is something lyrical and new as they make love.  There is a
moment of fear for THX as LUH achieves orgasm; something
neither has experienced with another person before.

                    THX
         Are you allright?

                    LUH
         AH UGH.

She smiles at him and they embrace, and rest.  THX is asleep
when LUH wakes him with a start.

                    LUH
         They know.  They've been watching
         us.  I can feel it.

                    THX
         They don't know.

                    LUH
         They're watching us now.

                    THX
         No one can see us now we're alone.

THX momentary glances into the camera, seemingly at the theatre
audience.

                                                               

19.   PREOPERATING CHAMBER

THX enters a preoperating chamber.  He nervous, but trys to
appear matter of fact.  He is cleansed, and follows a religious
preoperating ritual.  An intercom voice is heard softly in the
background.

                    VOICE
         .....This is a reminder of the
         precision which must be taken at
         this stage.  Three operating
         cells have already been destroyed
         in this shift.  Mercicontrol is
         supervising all operations during
         this phase.  Prevent accidents,
         and be happy.....This is a
         reminder of.....

A door to the chamber opens, and SEN enters.  THX is somewhat
shaken by this.

                    THX
         What are you doing here?  You're not
         cleared for this area!

                    SEN
         You know I have a way with the
         computers.  I can clear myself for
         any area.....almost.

                    THX
         I'll report you.  It's....

                    SEN
         Listen to me....You have no need to
         distrust me.  We're going....

                    THX
         Get out of here, Leave me alone.

THX starts for the operating room.

                    SEN
         I've taken care of LUH.....

THX stops short in fear.

                    SEN
         ....I've programmed her to level
         5450.  Her transfer should go
         through by the next series.  You're
         going to need a new roommate.
         Everything.....

A buzzer sounds.  THX is forced to leave the preoperating
chamber.  SEN stands alone.

                                                               

20.   OPERATING CELL CORRIDOR

As THX walks to his operating cell, He stops at a small red box
on the wall.  Over the box is a sign which reads: “PERSONAL
VIOLATION REPORTS”

CLOSE ANGLE
THX takes a small card from the box and punches holes in the 
marked areas which read:  S,E,N,5,2,4,1.
He runs down a list of violations and finally punches:
“Illegal programming.”  He puts the card into a slot in the
box, and continues to his operating cell.

                                                               

21.   OPERATING CELL

THX slides into his control panel as the operation begins.  A
component is picked up by the mechanical hands.  THX strains
as the hands begin to move toward the half assembled chrome man.

FULL ANGLE
In another cell of the operation chamber is a supervisor.  He
sits in front of a computer readout, TV monitors, and many
electronic graphs and gages.

                    SUPERVISOR
         1138 retract.  SB4 talmod contract,
         retract to 220.

Buttons are clicking, lights flashing, and gages near their
warning marks as THX struggles to manipulate the mechanical hands.
Sweat forms on his forehead.  THX moves the hands back and makes
another attempt at placing the component.

                                                               

22.   CONTROL CENTER

A control officer, dressed in yellow, sits in a large room filled
with ten men, various radar scopes, TV monitors, and large clear
plastic maps.  The control officer is receiving all forms of
reports as two observers, below and in front of him watch TV
monitors.  An observer reports to the control officer.

                    OBSERVER
         We are receiving an extreme
         respiratory count from a
         Magnum Manipulator in operating
         cell 94107.  Erratic visual
         behavior.

                    CONTROL OFFICER
         Transfer control information.

Instantly, information on THX is flashed on a large screen in
front of the control officer.  Photos flash on and off the screen.
They are taken from all possible angles, including various types
of X-rays, etc.

                    OBSERVER
         1138 files a violation report on
         SEN 5241 immediately prior to.....

                    CONTROL OFFICER
         Violation type?

                    OBSERVER
         Illegal programming.

                    CONTROL OFFICER
         Check into it. (pause) Current brain
         wave confirmation on 1138.  Adrenal
         off point 74 or minus 6.  No doubt of
         severe sedation depletion......Inform
         Magnum supervisor 9410 of procedure
         to mindlock and arrest. (pause)
         Request MINDLOCK for operating cell
         94107; subject 1138 prefix THX.

One of the observers releases a special safety lock on his control
panel.  The switch under the lock reads:  MINDLOCK, danger:
PRIORITY 3AA.

                                                               


23.   OPERATING CELL

THX successfully survives several minor crisis.  The
stress and effort show on his face.  The Supervisor receives
a report.

                    CONTROL VOICE
         Magnum Manipulator 1138 prefix THX,
         operating cell 94107, suffering
         severe drug violation.  Extent
         pending.  1138 subject to
         immediate arrest.  MINDLOCK pending.
         MINDLOCK pending.

The supervisor is greatly alarmed by this information.

                    SUPERVISOR
         Priority shift, repeat, priority
         shift.  The situation here is
         critical.  1138 involved  in
         critical mass maneuver.  DELAY
         MINDLOCK, DELAY MINDLOCK,
         situation white, repeat, situation
         white.  HOLD...HOLD.....

A high whining Anthem-like piece of music is heard in THX's
operating cell.  The sound staggers him , and he freezes at the
controls of his panel.  The component THX was guiding, continues
to creep slowly closer to the chrome man.

CLOSE ANGLE
The supervisor slams s series of relays in disgust, and reports
into the computer.

                    SUPERVISOR
         Who permitted this priority??? This
         shouldn't happen. (pause) Immediate
         transfer of disaster responsibility
         to control officer 626, as of time
         mark: 12/32/581.  Repeat; official
         obligation of responsibility.....

He reaches for more sedatives in a bottle near his panel.

MED ANGLE
The critical mass component enters the open skull of the chrome
man.  Sparks fly, and the gages are now in the danger zone.
The intercom voice is alive with panicked dialogue.

                    VOICE
         Clear....Clear....4444,4445,
         4446....EJECT...EJECT...EJECT....

All of the men in the operating room evacuate; leaving THX alone,
frozen at the controls.  THX is aware of the situation, and
struggles to break the power of the mindlock and stop the com-
ponent.

                    VOICE
         Near destruct....Near destruct.

                                                               

24.   CONTROL CENTER

The observers are switching relays as the control officer trues
to get the situation under control.

                    CONTROL OFFICER
         .....MINDLOCK! release MINDLOCK!
         relapse to command monitor. Release
         MINDLOCK.  Transfer obligation for
         responsibility to central monitor
         898.  This center received no
         evaluation of stasis.  Control center
         626 holds no responsibility.....

The MINDLOCK Anthem is replaced by the voice of OMM.

                                                               

25.   OPERATING ROOM

The component is at the point of destruction as THX is released
from the mindlock.

                    OMM
         Everything is going to be all right.
         You are in my hands.  I will protect 
         you.  Everything is going to be all 
         right.  Cooperate, stay calm, I am
         here to help you. (pause) Everything 
         is going to be......

THX carefully operates the controls, and returns the critical 
mass to it's container.

                    CONTROL VOICE
         Relax your controls.  Relax your con-
         trols.  Report to Con 5 immediately.
         Relax your controls.....

The voice of OMM and controller blend in an hypnotic double
talk.  THX sits quietly in shock as the voices on the intercom
die off.

                                                               


26.   CITY PASSAGEWAY

The supervisor, and all the other workers from THX's unit are
standing around in the passageway.  A door opens and THX
emerges accompanied by a Chrome policeman.  They pass silently
through the crowd of workers, who watch them disappear down
the corridor.  The workers start to file back into the
operating cell.

                                                               

27.   INTERIOR TRAM

The interior of the tram looks much like the interior of a very
modern jet liner.  There are about 50 people sitting in high
backed seats.  A few are talking to themselves.  THX is seated
next to the policeman, still in shock.

CLOSE ANGLE
Slowly THX begins to tremble and then suddenly stops.

                    THX
         LUH!

He looks wildly around the tram, and at the policeman.  No one
is paying any attention to him.  He jumps up and runs for the
emergency door at the end of the aisle.  The policeman slowly
get ups and walks down the aisle to THX trapping him against the
door.

FULL ANGLE
THX suddenly slams open the escape hatch.  The tram is moving at
supersonic speeds through a vacuum tube.  THX is sucked out into 
the tube.  The open escape hatch seals itself immediately.

CLOSE ANGLE
THX is caught in a loud rush of sound and air as he floats in
free fall through the vacuum gravity-free tube.  He begins to
slow down.  As he does, amber lights on the side of the tube
become more visible.  Suddenly THX is sucked into a smaller
tube.

                                                               

28.   OBSERVATION CELL

A control observer is monitoring the interior of the tram. People
are confused, hysterical.  A chrome-policeman tries to calm them.
The policeman reports the situation, which is typed by a
computer.  More information appears on the readout, and is
relayed by the observer.

                    OBSERVER
         1138 prefix THX on warrant. Drug
         evasion. Fled tram in transit.
         Surmise destroyed.

                                                               


29.   DEBRIS RECEPTACLE 444

TV monitors light up rooms filled with scrap metal and other
waste product from the tram tube.  The monitor scans room
444, then moves on, leaving the room lit only by a few blue
guide lights.

CLOSE ANGLE
THX lies unconscious under a pile of scrap waste.  He slowly
picks himself up, makes his way toward the wall.  A low hum is
heard and THX drops into the waste as the monitors light 
up the room.

FULL ANGLE
When it is dark again, THX follows the wall until he sees a
hatchway high up the wall.  He jumps for the hatch..but misses
it and falls to the floor.  He groans, rolls over, revealing a
bleeding back.  Again there is a low hum and the room lights
up.

                                                               


30.   OBSERVATION CELL

Debris receptacle 444 is seen on a monitor.  The screen goes
black, then another room appears, 562.  A control observer
watches the monitor.

CLOSE ANGLE
As the observer makes adjustments on the control panel, he
sees something, flips on another monitor for a closer view.
He switches over to heat transmission.

FULL ANGLE
The observer sees a moving hot spot on the screen, marks it,
blasts it with a laser beam.  A loud screech is heard.

MED ANGLE
The control observer switches back to light transmission, sees
a dead animal the size of a large dog.  He continues his
scanning.  Another room lights up, goes dark.

                                                               


31.   DEBRIS RECEPTACLE 4444

THX gets up from the rubble, begins building a pile of scrap
metal up to the hatch.  Waste continues to be sucked into the 
room with a great rush of noise.

CLOSE ANGLE
As THX dislodges a large piece of twisted metal, a trapped animal,
like the one killed by the observer, is released and attacks THX.
They fight rolling through the debris.

MED ANGLE
THX strangles the beast.  The hum of the monitor is heard as THX
tightens his grip on the animals neck.  The light goes on.  THX
freezes, clutching the now quiet beast.

                                                               


32.   OBSERVATION CELL

The observer scans the room, thinks he sees something..switches
to a closer shot, then to heat transmission.  But he spots 
nothing moving.

                                                               


33.   DEBRIS RECEPTACLE 444

The light goes out.  THX relaxes, releases the dead animal.  He
places a final piece of junk on the pile and attempts to climb
to the hatch.

CLOSE ANGLE
THX is exhausted.  He can't turn the wheel on the hatch.  He
climbs down and finds a long bar in the rubble.  The TV light
goes on.  THX freezes.  The light goes out and he climbs up the
hatch, putting the bar between the spokes of the wheel.

FULL ANGLE
THX hangs on the bar, rotating the wheel as the hatch slowly opens
A muffled buzz is heard as THX climbs out and closes the hatch.
The TV light monitor goes on.

                                                               


34.   OBSERVATION CELL

Debris receptacle 444 is seen on the TV monitor and the buzz
becomes louder.  The observer flips to a closeup monitor and scans
the room.  The buzz is now very loud, becoming an alarm system.

                    OBSERVER
         Seal break.  VAC debris receptacle 444.
         Entrance on con 65.  Investigation in
         process.

                                                               


35.   CITY SUPERSTRUCTURE

THX stumbles through the concrete superstructure, obviously in pain.
He reaches a door, opens it, revealing an individual modual express
tube.  Low, sleek, auto-jets whiz by at incredible speeds.  They
appear out of the blackness, shoot past THX and disappear.

FULL ANGLE
THX rests in the express tube doorway.  He is seen on a TV monitor
as faint intercom conversations are heard.  He waits, trying to
get the courage to cross the tube as the auto-jets flash past him.

CLOSE ANGLE
THX takes a breath, sees his chance, races across the roadway. He
is on the verge of unconsciousness.  An auto-jet can be heard
approaching.  He barely makes the other side as the jet rushes
by.  He drops into unconsciousness at the side of the roadway.

                                                               

36.   OBSERVATION CELL

A control observer is monitoring the expressway.

                    OBSERVER
         Maintained visual contact with THX 1138
         until 5.34.  Lost contact at express tube
         929.  Surmised destroyed.

The observer continues to scan he area with no results.

                                                               

37.   KITCHEN - THX'S QUARTERS

The kitchen table is covered with a large pile of food.  LUH is
operating several of the food cabinets, pushing buttons in some,
taking food out of the others.  Some of the colored food spheres
fall off the table, and bounce across the floor.  She picks them
up, humming tunelessly to herself.

CLOSE ANGLE
She hears something in one of the other rooms, but continues
piling up the food.

                    LUH
         I'm in the kitchen, come and see!

There is no answer, and after a moment, she stops and listens.

                    LUH
         THX?

She steps into the MAINROOM and sees that the front door is open.
She is immediately frightened.

                    LUH
         THX, Please.....

Very timidly, she steps over to the bedroom and looks in.

                    LUH
         ....answer.

A figure steps out of the shadow in the foreground.  LUH turns
around and sees him.  She screams and becomes hysterical.  It is
THX, clothes torn, bleeding, and so distorted he resembles a
wild beast.

                    THX
         No...no...LUH, help me....help....

LUH faints.  THX is barely able to stand, but he goes to her.

                    THX
         LUH!...Help us..OMM, OMM help us.

He pulls her into his arms and rocks her.  He is crying.

                    THX
         OMM forgive us for our sins.  Save
         us.  We are one, mass is one, OMM
         is one.  OMM Help us.....

FULL ANGLE
The front door opens, and two chrome policemen enter the room.

                    POLICEMAN
               (voice of OMM)
         I am here to help you. Relax. You
         have nothing to fear.  I am here.

The policeman pull them apart.  THX's hands are taped behind his
back. (Fade out)

                                                               

CUT IN:

38.   PRISON CHAMBER

SILENCE

A small black dot appears on a white background.  It is THX huddled
in a white limbo prison chamber.  He is fresh and clean.  All of
his cuts and sores are gone.

CLOSE ANGLE
THX is in a state of extreme terror.  Suddenly he flinches, shrinks
further into a ball, and peers out into the white void.  Slowly he
relaxes, then tenses again as he thinks he sees something.

CLOSER ANGLE
THX has not slept in a great while; which shows in his eyes..He
slowly drifts into a light sleep.

FULL ANGLE
THX wakes with a start as he hears footsteps.  Panicked, he looks
in all directions trying to discover where the sound is coming
from.  The footsteps become louder, and louder.  THX rises in
trembling horror.

OVERHEAD ANGLE
THX runs around in circles.  He stops short as a chrome policeman
appears holding a long electronic pole.  THX continues to run in
circles as two more policemen appear with poles, and surround him.
They slowly close in on him, occasionally prodding him with the
long poles;  which make an electronic sound, causing THX extreme
pain.

MED ANGLE
The policemen close on THX until he is again a huddled, quivering
ball.  They stand over him, prodding him every few moments, until
he begins to weep in desperation.

FULL ANGLE
Momentarily the prison chamber goes blue, and the policemen
return into the white void.  THX sits alone, cowering in fear.

                                                               

39.   T.V. IMAGE

The screen is filled with a TV monitors long shot of THX in the
white limbo prison.  He is sitting with his feet spread out in
front of him.  We hear an off screen voice speaking quietly with
clinical authority and disinterest.

                    OS VOICE
         Increase.

The image changes instantly to an extreme long shot.  THX is merely
a dot in the center of the screen.

                    OS VOICE
         No... here... hold this down.

The image changes instantly to a close shot of THX.  He is in
shock staring into the white limbo.  He is talking quietly to
himself.  We cannot hear what he is saying.

                    OS VOICE.
         Audio...

                    2ND VOICE
         Audio is already on.

THX continues to speak soundlessly.

                    2ND VOICE
         I can't hear him.

                    1ST VOICE
         Cortex bonding....possible temporary.
         Before you report a possible equipment
         malfunction, you check the subjects....?

                    2ND VOICE
         Stress category.

                    1ST VOICE
         Correct. (pause) Origin?

                    2ND VOICE
         Birth born....UMMM...Sexact.

                    1ST VOICE
         Violation?

The numbers 3278-927.  333tjj appear on the bottom of the screen.

                    2ND VOICE
         Drug evasion with....

                    1ST VOICE
         triple three, triple three! easy.....

                    2ND VOICE
         Drug evasion with assorted perversions

                    1ST VOICE
         Correct.  Now secure a sinex drop
         reading.

We hear a low throbbing sound, but THX shows no reaction.  The word
psynix -4675  appears on the bottom of the screen.

                    1ST VOICE
         A sinex drop reading of less then
         2000 degrees with an accompanying
         loss of greater then 350 degrees
         since admission may indicate....?

                    2ND VOICE
         Permant cortex bond.

                    1ST VOICE
         Correct.

THX is still talking silently to himself.

                    1ST VOICE
         This really isn't a very good
         subject because with a cortex
         bond, we're restricted to about
         a quarter of the boards potential.
         .....All this over here is wasted
         on him.  See, we could run a
         system H.....Watch.

A pause, and then a high frequency sound is heard.  THX begins to
twitch uncontrollably, becoming more and more violent, slamming
up and down against the floor.  He looks terrified, but there is
nothing he can do about it.

                    1ST VOICE
         Normally, there would be no
         visual evidence of a system
         H.  We're not even getting a
         reading.

The numbers on the bottom of the screen read 0000.  The sound
changes pitch, and THX immediately huddles up in a ball.

                    1ST VOICE
         HUMMMM.....

                    2ND VOICE
         What happened?

                    1ST VOICE
         See if you can get a reading on
         tactal retention.  Try to estimate
         it without a meter reading.

The numbers disappear from the screen, and we switch to a closer
shot of THX.  There is a pause.

                    1ST VOICE
         Be careful, now.....

THX immediately slams to the floor, paralyzed.  His face turns
bright red, and he appears to be in extreme pain.

                    2ND VOICE
         UMMM..Let me see.....

THX opens his mouth to scream, but makes no sound.

                    1ST VOICE
         Hurry up.

                    2ND VOICE
         4732...?

                    1ST VOICE
         Too low.

The number 6949 appears on the screen.

                    2ND VOICE
         Control ON.

                    1ST VOICE
         No, evidently you reversed the
         polarity on his lobal travel.
         Secure another sinex drop.

THX collapses into a heap, and starts to quiver.  The word psynix
appears, but the degree rating is rapidly climbing upward,
approaching 4000.

                    1ST VOICE
         4000 degrees is usually the point of....?

                    2ND VOICE
         Vocasity

                    1ST VOICE
         No, Tetanty.

THX begins to scream soon after the numbers pass 4000.  The
numbers keep moving steadily until they stop; oscillating
between 7980 and 8040.

                    1ST VOICE
         It's very rare to see a nurl bond
         dissolve like that.

The numbers stabilize at 8020.  THX is contorted into a very odd
position on the floor.  He is released, and he crumples into a
heap..(trembling, and screaming.)

                    1ST VOICE
         He's back to normal now.

                                                               

40.   ORGANALYSIS THEATRE

THX is strapped and clamped to an analysis table, mounted on gimbles,
similar to an operating table.  He looks dazed, but fearful, and is
extremely clean and well scrubbed; almost raw. His head has been
freshly shaved.

What we can see of the room around him is full of mechanical and
medical apparatus - chrome and white enamel.  We are in the midst
of an examination, although no other people are seen.

MED ANGLE
A mechanical arm tipped with a cotton pad is rubbed in THX's
armpit.  It retracts, and another arm descends, injecting a
needle into his armpit.  Simultaneously, blood samples are being
obtained from the finger tips, and forearm.  The armpit needle
has obtained a sample of clear limph fluid, and is retracted into
the ceiling.

All these movements are accompanied by the small, whirring,
mosquito-like sound of tiny torque motors.

CLOSE ANGLE
The arms descend again and fasten two strips of cellophane to THX's
biceps.  Then a clear plastic tube is inserted into one of his
nostrils, and his mouth is sealed shut with a large black plastic
clamp.  THX's breathing becomes very difficult and he tries to
resist, but is powerless.  We hear the sound of a pump and a
pink fluid is pumped through the tube and into THX.

CLOSER ANGLE
Tiny clamps are placed around THX”s eyes and his eyelids are
retracted.  Two cups on long stems of colored wires are lowered
and placed on his eyeballs.  There is a slight pause and then
the cups begin to vibrate.  They stop then vibrate again.

STILL CLOSER ANGLE
The pump stops, and THX's other nostril is sealed.  We hear the
pump again, only this time air is sent through the tube.  THX”s
chest begins to distend, and keeps distending until it seems his
lungs can hold no more.

The pump stops, and THX exhales with one huge sigh.  The cups on
his eyes also stop vibrating, and retract into the ceiling.  The
pump starts up again filling his lungs with air.  This time the
pump passes the where it stopped before, and begins to
strain.

Finally it stops and lets THX exhale.  The tube is retracted
and his mouth is unclamped.  His lips are quivering.

EXTREMELY CLOSE SHOT
Two wires are placed deep into THX's chest, and his heart begins
to beat very fast.  An arm with an extremely sharp stylus starts
to scrape a strange pattern on the inside of THX's forearm.  Little
beads of blood appear where the line was traced.  A long flat
needle descends and penetrates THX's solar plexus.  When fully in,
it rotates in eccentric circles for a few moments, and then retracts,
leaving only a small drop of blood where it has been.

CLOSE SHOT
Another arm with a razor-sharp scalpel moves to THX's forearm and
delicately incises an almond shaped pattern on the skin.  His
heart, which has been beating rapidly, suddenly slows to almost
nothing.

The scalpel moves beneath the skin and frees the almond shaped
section, lifting it into a small vile, and lifting it away. The
two wires in THX”s chest retract and his heartbeat returns to
normal.

MED ANGLE
The entire process has been continually typed into a computer.
At this point, a read out activates; which reads:  1138thx
Diognosis-compatable.  Rate:  Excellent.  Exceptions:  Left
kidney. (See detailed index 24-921)

                                                               

42.   PRISON CHAMBER

THX lies sleeping.  The sound of footsteps wakes him, and he jumps
up, crouching, staring into the white limbo.

As THX stares, a figure slowly appears out of the whiteness.  It
is LUH.  When she sees THX, she stops walking and stares at him.
They watch one another for a long while; finally THX stands.

                    THX
         Are you...are you real?
         LUH?...LUH?

She rushes into his arms and they spin in an embrace.  They kiss.

                    THX
         Are you all right?

LUH looks at him, frightened and unable to answer.

                    THX
         What did they do to you?

There is a long pause.

                    LUH
         I'm going to have a child.

THX is alarmed.

                    THX
         no...no, no.

                    LUH
         Oh, THX... hold me, hold me,

THX holds her tightly, tears in his eyes.  They kiss, and LUH
hides her head in THX's chest.

                    THX
         It's the end.

                    LUH
         I'm not afraid...I'm not
         afraid.

                    THX
         It's wrong; so wrong, what
         we've done....

He drops to the floor, clinging to her legs.  He is crying.

                    THX
         I didn't want this.  How did
         it happen?  Don't leave me...
         stay here with me.

She goes down to him, embracing and comforting him.

                    LUH
         You have to be strong.
                (pause)
               (softly)
         You're going to have a son.

They both sit silently.  She is rocking him in her arms.

EXTREME LONG SHOT
They lie huddled together in the vastness of the white limbo.

LONG SHOT
They kiss

MED ANGLE
They become passionate and begin to take off each others clothes.

CLOSE ANGLE
They begin to make love.

CLOSER ANGLE
They make love.

The same image appears over a TV monitor.

                    VOICE
         Neron activity has risen to +942
         Carbon rating +22.3.  Tri-base
         off .732.  Contrast.....

The image returns to the white limbo.

THX and LUH are sleeping, cuddled next to one another.  Faint
footsteps are heard, slowly getting louder.  LUH wakes with a
start.  Muffled voices are heard.  LUH shakes THX awake.

A man dressed in yellow appears with two chrome policemen. THX
and LUH freeze in terror, still half asleep.  The robot grab
them and pull them to their feet.

                    MAN
         No person held to service in
         one section under the laws
         thereof, escaping into another,
         shall, in consequence of any
         law or regulation therein, be
         discharged from such service,
         but shall be delivered up on
         claim of the party to whom such
         service may be due.

LUH is held as THX is taken away.

                    LUH
               (crying out)
         THX!

                    THX
               (screaming)
         No!...No!...

He is struggling as he disappears into the whiteness.

                                                               

43.   COURTROOM

THX is escorted by two chrome policemen down a hallway and into
a courtroom.  It is rather dim and small - the twenty or so
people in the room are lit with narrow beams of light.

THX is seated in a large, highbacked chair.  The Proctor reads
the charge in a ritualistic, sing-song voice which is only
occasionally understandable.

                    PROCTOR
         1138 prefix THX charged with
         violation index 3278.927, appendix
         445 to 613.  Drug evasion, malicious
         sexual perversion, unconditional
         response and transgression.  Justice
         proceed.  Pontifex 606 presiding.

The Pontifex is sitting behind a high dais, with a large portrait
of OMM in the background.  He makes a ritualistic gesture.

                    PROCTOR
         Begin.

                    PROSECUTOR
         Mercicontrol respectfully places
         its evidence before you.

He places four rolls of computer tape before the Pontifex.

                    PROSECUTOR
         9198,5116, and 1447.  These
         negative documents are certified
         by A.N.-O,T.O. and registered at
         files, tomb 34.

The Defense, sitting in front of THX, jumps up and blurts out a
quick sentence of partially inaudible phrases.

                    DEFENSE
         ....nondrug, nondrug total excuse.
         1138 is unstable condition...not
         responsible for acts.  Nondrug,
         asylum....asylum.

THX sits quietly, with his head hung low.

                    PROSECUTOR
         Mercicontrol respectfully submits a
         5254, immediate destruction, on the
         basis of an ECO TR-X 314; totally
         incurable chemical imbalance with
         socially deteriorating consequences.

                    DEFENSE
         Reject, reject.  Inefficient unwarranted
         destruction.  Must be saved...mass is one...
         can be productive.  Name of economics; cure
         this soul...malignant cure.  There is a
         heritage of good and economic efficiency....
         net gain.

                    PROSECUTOR
         Insane.

                    PONTIFEX
         Granted.

                    PROSECUTOR
         Immediate destruction is the only
         efficiency.  The crimes are of
         secondary importance.  The issue is
         one of genetic inferiority.  This
         man is of womb.

There is slight pause as a murmur goes through the courtroom.

                    PROSECUTOR
         He is the product of an illegal
         sexual perversion and should have
         been destroyed at the moment of
         conception.  What is in question
         here is a concept in economic
         efficiency and procedure that has
         allowed these erotics to exist and
         dilute this great society.

                    DEFENSE
         Inane...inane...

                    PONTIFEX
         Rejected.

                    PROSECUTOR
         The services performed by these
         erotics must be automated.  If
         sexual perversion is to be stamped
         out, the products of this perversion
         must...

                    DEFENSE
         Reject...reject...reject... What is
         the prosecution doing?  This is not
         a race issue....not here.  Remember
         sanctity of the individual regardless
         of race.  A nonresponsible act...simple case.
         Birthborn citizens are physically
         compatible with clinic types and must
         be consumed, not destroyed.  Econ equilibrium
         status 542 through 691 apply to case.
         Defendant used, not destroyed.  Case rest.

He takes three computer cards and places them before the Pontifex.

                    PROSECUTOR
         The perversions committed by this
         obsolete race have a definite corrosive
         effect on our society.  If he is not
         destroyed, his deviate characteristics
         will be transmitted to others.  We must
         not continue to consume these erotics.
         We must exterminate the source of sin.
         Economics must not dictate situations
         which are obviously religious.

                    PONTIFEX
         Conclude.

                    PROSECUTOR
         If 1138 is consumed and not destroyed,
         this perversion will spread.  He must
         be destroyed.  It is the only logical,
         efficient, and righteous verdict which
         can be reached.

The defense says nothing, only shakes his head in dissent.  The
Pontifex scans the room, then gives the Proctor a nod.

                    PROCTOR
         Concluded.

                    PONTIFEX
         Proceed.

The Proctor types the last bit of information into the computer.
Moments later, the computer readout activates.  The Proctor
tears off the sheet and hands it to the Pontifex.  The Pontifex
silently reads the verdict and then stands.

                    PONTIFEX
                (solemnly)
         OMM be praised.  All are One.
         Praise be to the masses.

The Pontifex hands the verdict to the Proctor as two chrome
policemen drag THX before the Pontifex.  He makes a sign over
THX and mumbles a prayer, then looks at the Proctor, who reads
the verdict.

                    PROCTOR
         1138 prefix THX stands convicted of
         index 3278.927 appendix 445 through 613.
         Drug evasion 321, 399, and malicious
         sexual perversion.

Everyone in the courtroom is unmoved and unconcerned.  THX sits
in a trance-like shock.

                    PROCTOR
         ...1138-THX is pronounced invaluable.
         The subject shall be consumed as
         economics dictate.

The defense gives the prosecutor a triumphant glance.  Two
chrome policemen take THX out of the courtroom.. As he
leaves, LUH is escorted into the room by another door.  They
do not see one another.

                                                               

44.   PRISON CHAMBER

THX is escorted through a white limbo area by a chrome policeman
with a long electronic pole.  Shortly, they reach a group of nine
other felons.  The area is defined by ten blue beds - each bed
is actually a rectangular box equipped to provide all the
necessities for human existence.  Some felons are asleep, others
are sitting on their bed modules, and a few are grouped
together in a discussion.

The policeman take THX to an empty bed module and pounds his
long pole on the floor three times.  A few of the prisoners turn
and look.

                    POLICEMAN
         THX 1138.

The policeman turns and walks into the whiteness, leaving THX
sitting on his bed.  The other nine men are:  SEN 5241, PTO
0340; NIN 1969; TWA 7070; DWY 1519; NCH 0066; IMM 9472; JOT
1288; and TRG 3442.

PTO - a withered old man - walks over to THX and puts his hand on
THX's shoulder.

                    PTO
         It's all right...you're safe now.

THX is totally depressed and completely ignores PTO, who goes
back to his bed after a moment.  THX watches the other felons.

NCH is doing exercises on his bed module.  IMM, a retarded woman,
sits huddled in a trance, mumbling incoherent phrases.  Her
clothes are torn to shreds and she is almost naked.  A thin,
delicate-looking man is slightly removed from the group, painting
large, red designs on the floor; he is JOT.  TRG, an imbecile, sits
on his bed module and every few moments breaks out with a hysterical,
ear-piercing laugh.

As THX scans the group, he notices SEN asleep on one of the 
modules.  THX turns in disgust and tries to sleep.

                                              DISSOLVE TO:

45.       PTO is involved in a discussion with two of the other prisoners.
One is NIN, a middle-aged man who is trying to organize the rest
of the felons in an escape.  The other man in DWY - sad,
nervous, and about the same age as NIN.

                    PTO
         Then why are they holding us here?
         Why don't they destroy us right
         away?  Economically, it's not
         sound at all.  Very much unlike....

                    NIN
         I've said many times before, and
         I guess I'll have to repeat it
         again for your...

                    DWY
         They're mad...mad...

                    PTO
         It is incalculably more destructive
         for you to believe you are about
         to be destroyed then if you actually
         were destroyed.  We've got many
         residents on the verge of hysteria!
         It's got to stop....your unpleasant....

                    DWY
         We're just waiting to die!

                    NIN
         Calm down!  Nothing can be accomplished
         in an...

Suddenly, a scream is heard, and the group turns to see NCH
huddled over IMM.  TRG and DWY both start over to rescue IMM, but\
TRG reaches her first.  NCH backs off a short distance, making
huffing noises.  TRG is laughing triumphantly at DWY, who goes 
back to his bed and sits down.  TRG takes IMM in his arms and
tries to calm her.

                    PTO
         You always manage to avoid the
         issue:  What's wrong with our
         present condition?  We're
         COMFORTABLE and we have plenty
         of food...I feel absolutely no
         threat because there is no threat.
         Why incite trouble?  You should
         examine your emotions.  It is
         senseless...

                    NIN 
         What are you talking about?
         When did you sleep last?  Do
         you know what your trouble is?
         You're blind.  You've been here
         so long you can't see what is
         happening.  We must unite.  We
         need unity.  We need action.
         (pause) We have come to a time
         when we must....

TWA, a rather fat man in his thirties, is pacing around the area,
measuring the distance between the bed modules.  With no warning
noise a policeman appears out of the whiteness, walks over to
TRG, picks him up by the scruff of the neck and takes him away.
TRG is laughing as he disappears into the distant white.

THX has fallen asleep; DWY goes over and attempts to comfort
IMM.  NIN and PTO are still engaged in their argument.

                                              DISSOLVE TO:

46.       JOT is on his hands and knees, pushing a red, doughy lump around
the floor.  It leaves a smeary trail behind it, and JOT has
worked theses red smears into a baroque design.  The ball
occasionally sticks to the floor, and JOT is having a difficult
time with all the effort involved.

Suddenly, someone walks into frame and stands on the design,
close enough to JOT so that he has to stop working.  All we can 
see are this person's feet and legs.  JOT is exasperated and
angry.

                    JOT
         Please...

There is a pause.

                    VOICE
         Hi, buddy.

                    JOT
         Look, will you please get off.
         You're standing on my work.

Another pause.  The person nudges JOT with his knees.

                    VOICE
         Hi, buddy.

JOT sighs, resigned and disgruntled.

                    JOT
         Hello....

                    VOICE
         ......buddy?

                    JOT
         Buddy.

The person gets down on one knee and puts his arm around JOT.
squeezing him hard.  It is NCH.

                    NCH
         I want to learn about what you're 
         doing, huh?  Tell me something nice
         about what you're doing.

JOT winces and struggles, but is caught even tighter in NCH's grasp.
He begins to be afraid.

                    JOT
         .....doing?

                    NCH
         Yeah, what you're doing, you know.
         The thing about you perverts is,
         you're always running around doing
         things.  I want to hear something
         really nice.

                    JOT
         I'm doing....working....a space...
         viable....

NCH bends JOT's arm behind him and gives it a twist.

                    NCH
         Naa...that's not nice.  You know
         that's not nice.

He slams JOT against the floor and falls on top of him, whispering
harshly in his ear.

                    NCH
         Tell me something nice.

JOT is terrified now, and he is finding it difficult to breath.

                    JOT
         ......doing......

                    NCH
         Pervert!

He pronounces this sweetly, with a great deal of pleasure, but also
a certain amount of menace.  He becomes increasingly excited.

                    NCH
         Damn insidious malicious pervert!

JOT barely manages a gasp:

                    JOT
         Help!

                    NCH
         Pervert.  Pervert.  Pervert.

NCH starts tearing off JOT's clothes.

DWY is sharpening a small spoon with loving and tender care.
He is trying to conceal it from everyone else.  NCH and JOT can
be seen struggling in the background and we can still hear NCH
mumbling.

                    NCH
         Pervert!  Pervert!  Pervert!

Suddenly JOT screams, and DWY looks up.  A chrome policeman appears,
leading a well-built, intelligent-looking youth of 14.  He stops,
strikes his pole on the ground three times and announces:

                    POLICEMAN
         CAM 5424.

He turns and leaves.  CAM looks around.  Everyone is silent except
for JOT and NCH who are still fighting.

                                        DISSOLVE TO:
                                                               

47.       THX is awakened by a figure standing over him; it is SEN.

                    SEN
         You're real!  Where did you come 
         from?

There is a pause and THX doesn't answer.

                    SEN
         I know you turned me in.

THX is sitting, expressionless.

                    SEN
         I'm doing quite well here anyway.
              (pause)
         What's wrong with you?...Don't be
         like that.
              (pause)
         You're a stupid man!

THX is sullen and annoyed at SEN's presence.  They sit silently
for a long while.  Finally, SEN returns to his bed module.

NIN and the new arrival, CAM are engaged in conversation.  NIN
is trying to get CAM to sign a petition.  IMM is sitting slapping
her hands on the floor.  NCH is asleep and snoring very loudly.
DWY has been watching JOT paint chases away.  DWY
goes over to comfort IMM.

TWA has constructed a crude sextant, and is looking with it into
the vast whiteness.  SEN sits on his bed counting stacks of foam
rubber food and multi-colored capsules.  THX goes back to sleep.

                                          DISSOLVE TO:
                                                               

48        PTO, TWA, and CAM are engaged in discussion.  PTO and TWA look
the same as before, but CAM has begun to grow a stubble of hair.
THX is sitting on his bed module not far away, listening.  He is
also still completely bald.  JOT is working off in one corner -
his design has begun to encircle the group of bed modules, and he
quickly works his way off screen.

CAM is speaking excitedly, as if he were making a series of demands.

                    CAM
         .....without pity!

There is a pause, and TWA shrugs his shoulders and looks away.
PTO rubs his head.

                    PTO
         But.....

                    CAM
         Without pity!

He lies on his bed, as if to conclude the discussion.

Suddenly, TWA notices something off screen and whips up the sextant
that had been lying beside him.  He holds it out and tries to get
a fix.  Everyone turns to see except PTO.

                    TWA
         Too fast!  If only I could
         see a fixed point.

He puts the sextant down and exchanges a disgruntled glance with
PTO.

A chrome policeman walks into the area and goes off screen.
There is a pause and then the policeman returns, leading JOT 
away.  JOT is silent, but turns a number of times and looks back
as he is taken into the distance.  TWA has taken up the sextant
again and is following them as they disappear.  NCH has woken up.

                    PTO
         Umm.....

He waves, trying to catch CAM's attention.

                    PTO
         ....my friend?
         Your point of view....

CAM is still looking out after JOT and PTO finally leans forward
and tugs his sleeve.  He turns to PTO.

                    PTO
              (remembering CAM's name)
         Yes, CAM.  That's it....Your point
         is well taken...CAM, but it lacks
         the balance that a broader and a deeper
         range of experience can lend it.  When
         I first arrived here, I saw things as
         you do now.  I was confused and anxious
         about my predicament.  I longed to thrash
         out, to tear down, to destroy and annihilate;
         to ravage, wreak havoc, and plunder.  Being
         basically level-headed, however, I realized
         that my first goal should be to study this
         place, where what seemed blind circumstance
         had placed me.  To follow the train of
         events and the ever-changing display of 
         characters that I saw before me - of which
         I am of course a part - and to try to discern
         a pattern within the confusion.

TWA puts down his sextant and listens, although it seems he has
heard this speech many times before.  CAM is gradually fascinated
by the old man - more by his air if calm assurance and the rhythm
of his language than by anything he is actually saying.

In the background, THX has begun to shave his head.  DWY goes over
and tries to help but THX turns him away.

NCH has moved over to the sleeping IMM and, without waking her,
removes her last piece of clothing and lays her down on the floor.
He quietly lies down beside her and starts moving rhythmically.

                    PTO (Cont'd)
         I set forth on a program of study which
         continues up to this very day and which has
         afforded me a  few glimpses - if not actual
         insights - into the nature of the world
         around us.  I never regretted my youthful
         passion - quite the contrary, it provided
         me with the original spark which has
         since settled down to a comforting and
         enduring glow.  But I would caution you
         that spark - if uncontrolled - may
         leap into flames of senseless and disastrous
         action and consume what you are endeavoring
         to conserve.

He has addressed this last bit of advice to NIN as well as CAM.

                    PTO (Cont'd)
         Listen to the mumblings of an old
         man and bank those flames with earnest
         inquiry and honest observation.

NIN suddenly breaks in.

                    NIN
         Mumblings is right!

He turns to CAM.

                    NIN (Cont'd)
         Do you know how many times we've
         had to listen to that speech?

He jumps up, excited and at a loss for words.

                    NIN (Cont'd)
         Do you know how many times?  ....We've
         had to listen to that speech?  He
         thinks everyone's as stupid as he is.
              (turning to PTO)
         You know what you are?  You make me
         sick.  If we all thought like you
         they could come in here and...and...
         do whatever they wanted!

PTO smiles and shakes his head.  NIN stomps off in a rage, turning
and yelling at PTO.

                    NIN
         Sooner or later, you'll be taken
         away and destroyed just like the
         others.

He sits down on his bed and sulks.  PTO continues with his speech,
completely ignoring NIN's interruption.

                    PTO
         In the years to come you will be
         grateful for what may now seem like
         senseless sacrifices.  With a passion
         such as yours, I don't think it would
         be foolish to say that you might see
         further and deeper than any of us, right to
         the heart of Truth herself!

PTO emphasizes his point by placing his hand on CAM's knee..

There is a loud screech, and everybody turns to see IMM sitting
on the floor howling like a two-year old.  NCH, who had been lying
beside her, is slightly embarrassed and tries to cover this up
with bluster.  He gives IMM a shove and struts over to his bed;
he begins his exercises.  DWY gets up from his bed and goes over
to comfort IMM>

                                        DISSOLVE TO:
                                                               

49.       IMM, still completely naked, walks out into the whiteness accompanied
by a chrome policeman.

The prison chamber momentarily goes blue, and food trays appear
at the base of the bed modules.  The men go to their food and
begin to eat.  SEN goes over to TWA, and DWY goes over and sits
next to THX.  THX is not eating his food.

                    DWY
         You're frightened.  You're frightened
         that at any moment you'll be taken away.
         I know, I've felt that way.  I couldn't
         eat.  I still have trouble.  It goes
         right through, all the time.  I know
         all right, but I'm better now.  I can
         more or less regulate it.
              (pause)
         I don't think you can understand.
         .....Terrible, terrible, terrible....
         I've been thinking about you.

DWY waits for a reaction, but THX continues to pick at his food,
paying no attention to him.

                    DWY (Cont'd)
         You seem alone.  I know.  I've felt
         that way.  At work...they told me I
         was a first class transport regulator.
         Yes, a tram pilot.  What do you think?
         Between level 3472 and level 3500,
         module center 55 - the big one.  A
         toilet: it's a toilet.  Still, bad air
         is better than no air.  And the time-
         tables.  Shall I tell you?

TWA has given SEN part of his meal, and SEN returns to his bed
with it.  DWY watches him as he passes them, then turns back to THX.

                    DWY (Cont'd)
         What?
              (referring to SEN)
         He's not very friendly, is he?  He
         said you were roommates.  Was he
         always so...strange?  All he does is
         save his food.  He eats a little....
         very little.  He may die.
              (pause)
         Of course, he may change.  Things do
         change.  I'm the same...
              (DWY offers THX some
               of his food)
         Have my plycron...what do you want
         me to say?
              (He sits, watching THX eat)
         Could we be friends?
              (whispering)
         We could leave together.  I have a
         plan.  See this?
              (He takes a spoon out of
               his shoe)
         I'm making it sharp.  We'll dig..

A chrome policeman arrives with another felon and DWY hastily
hides the spoon in his pants.  He seems to feel that THX had
something to do with the appearance of the policeman and he watches
THX suspiciously.

                    POLICEMAN
         OUE 6662.

The policeman leaves OUE standing with a totally blank expression
on his face, saliva dribbing from his mouth.  He is in a deep
catatonic trance.  THX lies on his bed and turns his back to DWY.

                    DWY
         I should have known...You're with
         them.  You want....

DWY gets up and goes over to OUE, who is still standing where the
policeman left him.  He sits him on a bed and begins to talk to
him.  Most of the other felons are asleep.

                                         DISSOLVE TO:
                                                               

50.       THX is sitting on his bed, looking as if he just awoke from a
deep sleep.  PTO and CAM are in the middle of a history lesson
and CAM is reciting from memory with a certain amount of difficulty.
His hair is now moderately long.

                    CAM
         Then SLE and RNH, who came between
         PRT and MNH, but not before ALF, FRG,
         and MLK.  ALF, FRG, and MLK went
         before SAM, RNG, NUR, and KLM.  Then
         RRG, STK, OUN, and FLT.  And after
         them came....came....

                    PTO
         Four quick felons prepare the bed 
         modules to be cleaned.

CAM is perplexed by what PTO has just said.

                    CAM
         Huh?

PTO repeats, emphasizing each word carefully and separately.

                    PTO
         Four quick felons prepare the bed
         modules to be cleaned.  Four: F;
         Quick: Q; Felons: F.....

He looks delightedly at CAM, who repeats the sentence to himself.

                    CAM
         Four....quick....felons prepare.
              (understanding)
         FRK, QUM, FLN, PSK, and TEL;
         BGL, MLT, TRN, BRK, and CLS.

THX looks up and watches NIN, who has begun to stride around.

                    PTO
         Yes, fine!  You see, history is
         not only important, it can be fun as
         well.

NIN suddenly bursts in.

                    NIN
         I can't believe it!
              (mocking)
         MRK CRK TRK SRK BRK.....
         What do you think happened to
         MRK and CRK and TRK?  Where
         are they now?  I'll tell you
         where....no where.

NCH wakes up.

                    NIN (Cont'd)
         You know what I want?  Ideas....
         One idea,  One idea could get 
         us out of here if it was the right 
         idea.  You know what I mean?
         Not a bunch of facts.  Who even
         knows if they're facts?  He probably
         makes them up in his sleep.  The
         time has come to act.

THX gets up and starts to wander aimlessly about.  No one notices him.

                    NIN (Cont'd)
         We've just got to be sure it's the
         right idea.  But we'll find it.  We'll
         know it when we see it.  I'll know it
         when I see it.  Clear and straight 
         forward and plain as the nose on your
         face.

NCH walks over and punches NIN in the face.  NIN falls down,
holding his nose in pain.  NCH returns to his bed module and
uses the toilet.

THX is slowly moving further away from the group.

                    PTO
              (to CAM)
         Of course it is true that no one 
         has ever returned once they were
         taken away, history tells us that,
         but it is idle to speculate about
         the reasons why and absurd to torture
         oneself over an idle speculation as
         NIN is doing.  NIN has in fact destroyed
         himself many times over with worry.
         LOO 3122, who has taken away not long
         before you arrived, believed that he was
         going to a wonderful place where he would
         be happy, and in so believing he created
         a veritable paradise for himself right
         here.  Unfortunately, not all of us
         can have the positive conviction of LOO,
         but thankfully not all of us are burdened
         with the ominous forebodings of NIN.  I
         myself have found that concentrating...

PTO stops speaking as a chrome policeman appears out of the white.

The policeman walks past THX, who has wandered quite a distance
away, and heads for the group.  He stops at NCH's bed module and
takes NCH by the arm.

NCH suddenly gives the policeman a crumpling blow and knocks him
to the floor.  He then jumps gleefully on his head, partially caving
it in.  When he finishes, he returns to his bed and watches the
immobile body.  Another policeman appears almost instantly and takes
NCH by the arm, leading him quietly away.  NCH grins triumphantly
as he passes THX.

                    NIN
         That's what I mean by the wrong
         idea.

PTO and CAM resume the discussion, unconcerned by the presence
of the policeman's body.  THX listens for a while.

                    PTO
         I am not going to try to prove the
         usefulness of history, it is genuinely
         too obvious to need proof.  We see before us
         innumerable scenes, like what we just
         witnessed, that succeed each other in
         endless repetition.  Where we see the
         same faults followed regularly by the same
         misfortunes, we may reasonably....

He pauses and points at CAM's long head of hair.

                    PTO (Cont'd)
         Don't you think you could do something
         about that?  It's very distracting.

CAM is a little embarrassed and runs his hand through his hair.

                    PTO (Cont'd)
         ...we may reasonably think that if
         we could have known the first we could
         have avoided the second.  The past should
         enlighten us on the future, knowledge of
         history is no more than an anticipated
         experience.

SEN, with great effort, has dragged the body of the policeman out
to the edge of the beds and left it there.

THX has ventured further and further away from the group.  The
voices have been becoming less and less audible until we hear only
fragments:

                    NIN
              (shouting)
         You're wrong!  They're going
         to destroy him!

And then we hear nothing at all.

A chrome policeman enters the group of beds from the opposite side
and takes the body of the first policeman away.

THX is puzzled that there is no device stopping him from going
further.  He becomes increasingly frightened but decides to continue.
The group of beds is only a small dot in the distance.

                                             DISSOLVE TO:
                                                               

51.       NIN and TWA are standing looking off into the distance.

                    NIN
         I can just barely see him.  I think
         he's leaving.

                    TWA
         Impossible!

PTO comes over and peers into the whiteness.

                    PTO
         I don't see anything.

DWY and CAM join the gathering at the edge of the group of beds.

                    PTO
         I can't see him at all.  He's been
         destroyed.

                    TWA
         No, look!  Three degrees from the
         central azimuth.

                    NIN
         He's free!  Can't you see:
         he's free!

                    CAM
         I can see him.  He's coming back.

                    PTO
         Where?  Oh...there he is.  He must
         have been stopped.
              (to NIN, sarcastically)
         Don't you think?

                    DWY
         He was stopped.  He was stopped.
         Now what are we going to do?

                    NIN
         He's coming back for the rest of
         us.  He can't make it alone.

                    TWA
         I wonder how far he went.  He's
         gathered invaluable information out
         there.

                    PTO
         The reckless fool.  I'm not
         responsible.

THX approaches the group.

                    NIN
         What happened?

                    DWY
         What stopped you?

                    TWA
         How far did you go?  Was it cold?

                    PTO
         You have nothing to fear.  You're safe
         again.

THX walks past the group, ignoring them, and lies down on his bed.
They all start for him.

                    NIN
         Wait!  I'll talk to him.

                    TWA
         Ask him about the air.  He looks
         out of breath.

NIN goes over and sits on the edge of THX's bed.  THX does not
acknowledge his presence.  The other felons return to their beds.

                    NIN
         Can you speak?  Can you hear me?

THX lies quietly, trying to sleep.

                    NIN (Cont'd)
         I want to help you.  You can
         help us.  Here, take a biscuit.

THX gives him an annoyed look.

                    NIN (Cont'd)
         You understand me, can you speak?

DWY comes up to the bed.

                    DWY
         I think he's deficient.

                    NIN
         I don't think so.  Why don't you
         go find something else to do?

                    DWY
         Then why doesn't he speak?  Can't
         he hear?  I don't think he knows.

Loud yelling is heard and DWY and NIN turn to see SEN and CAM
struggling on the floor.  They roll against OUE's bed, knocking
him on the floor, where he lies motionless.  TWA pulls CAM away
and SEN scrambles back to his bed.

                    CAM
         He took my food.  He stole it.

                    TWA
         Now, now.

DWY goes over and lifts OUE back onto his bed.  NIN turns back
to THX.

                    SEN
               (yelling at CAM)
         I thought you were through with
         it!

                    NIN
         We cannot stay here and allow ourselves
         to be destroyed.  You can work with us.
         An organized plan of escape must be
         devised first.  Could you see anything?
              (pause)
         You want to leave.  You're not like
         them.  You must have left something,
         or someone.

THX winces at the question.

                    NIN (Cont'd)
         A plan.....an organization.  I will
         see to it that we all get out of here
         safely.  As soon as you give us a
         detailed description of the barrier,
         we can begin.  Information is the key.
         We must concentrate on gaining information.
         You're with us, I know.  I have a contract..

He takes a piece of paper out of his shirt.  THX lies silently,
apparently asleep.

                    NIN (Cont'd)
         All it says is: you're with us.
         We can only make it together.  We
         must convince the others.
              (pause)
         Well, later, then.

NIN leaves.  THX opens his eyes and ponders the incident.

                                              DISSOLVE TO:
                                                               

52.       SEN is busy cleaning his bed area.  CAM is helping TWA build a 
crude telescope on the edge of the bed area.  DWY is sharpening
his spoon.  THX is sitting on his bed with his head in his hands..
NIN and PTO are involved in discussion.  PTO's mind is wandering
as he trys to follow NIN's train of thought.

                    NIN
         Without most of us realizing it, a
         "new alignment" has been formed...
         and it is an exciting, healthy development..
         this alignment is already a new majority;
         it will effect the future of us all for
         generations to come.  We need a new unity,
         but not a unity which discourages dissent.
         We Need dissent.

He touches PTO to emphasize the point.  There is a pause.

                    NIN (Cont'd)
         But we need a creative dissent.  Our
         voices are not joined in any harmonious
         chorus, but the differences are differences
         of emphasis, not of fundamentals.  Now, the
         new alignment's greatest need is to
         communicate with all its elements,
         rather than march along in parallel
         line that never converge.  Tomorrow
         as we focus the new movement more
         clearly, we will gain a new unity.

                    PTO
         What?

A policeman appears out of the white with a three foot high, hunch
backed, long-haired freak.  The policeman pounds his staff three
times.  All the felons are dumb-founded at the sight of the freak.

                    POLICEMAN
         A nondescript: 364-1399284

The policeman exits; the freak stands helpless and frightened.

                    SEN
         What is it?

                    NIN
         Good Lord!

                    PTO
              (proud of his knowledge)
         A shelldweller.  They live in the
         outer shell of the city.  Quite unique,
         there have been two here before.  They
         smell.

                    TWA
         Interesting....

TWA cautiously goes over to it to get a closer look.  When he gets 
close enough he pokes it.  The freak lets out a shrill screech and
hobbles as fast as it can away from TWA.  It jumps up and lands on
DWY's lap.  DWY is paralyzed with fear as the freak clutches to
him with all his strength.

The freak looks at DWY with sad, helpless eyes.  DWY comes out of
his shock and throws the freak onto the floor.

                    DWY
         Get....get away, get, get, get,
         get away....

The freak hobbles off to an empty bed and huddles in a ball at its
base, quaking with fear.  TWA starts for it again.

                    CAM
         Leave it....for a while.

CAM and TWA go back to the telescope.  NIN and PTO return to
their conversation.  THX lies quietly on his bed.  SEN continues
to clean his area.  DWY sits on his bed.  He is crying.

                                               DISSOLVE TO:
                                                               


53.       CAM is at the telescope, aiming it into the whiteness, in an
apparently futile search for some concrete object.  TWA is at
his side.

                    TWA
         There!

TWA points and CAM moves the telescope in that direction.

                    CAM
         No, nothing.

TWA points again.

                    TWA
         There!

                    CAM
         Nothing.

THX is also standing at the edge of the limbo, not far sway, staring
out at nothing.  TWA and CAM conclude their search after a few more 
fruitless attempts at sighting something.

NIN and PTO are having another discussion.

                    NIN
         I think that a leader must, whenever
         he possibly can, make the decision for more
         knowledge rather than less, but he must
         also have the wisdom to limit freedom so
         as to insure freedom.  That is what will
         keep us strong and give us direction.

TWA and CAM come over and sit down.

                    PTO
         Well?

                    TWA
         Out of a random selection of 150 locations
         with 150 possible sightings, there were
         146 absolute negatives and four conditionals,
         most of which occurred in the early
         familiarization stages of the experiment
         and can be largely discounted.

                    PTO
         Not very encouraging.

                    TWA
         On the contrary!  It absolutely
         proves what I have always felt.  We
         are located in an apparently uniform space
         with no visible limits.  We are just now
         beginning to push back the clouds of 
         ignorance and perceive the truth.  We must
         continue the search.

                    NIN
         I have always tended to believe that
         this kind of knowledge is all well and
         good in its place, but anything can be
         taken too far, and when you've got every-
         one looking off into telescopes and not
         tending to business right here, then, I
         believe, we have gone too far.

THX has noticed a policeman approaching the group.  He turns and
goes back to his bed module.

                    TWA
         The sighting of a fixed point beyond
         our confines is fundamental to all
         other problems and issues.  It would
         instantly determine whether we are,
         whether this world is, in fact, moving
         or standing still.

The policeman enters the area and walks over to DWY, who has
been sitting quietly on his bed.  TWA leans over and whispers to
CAM, and as the policeman leads DWY quietly away, they return to
the telescope.

                    NIN
         I have been thinking seriously recently
         about the role we are expected to play
         as individuals and as a unit within the
         broader outlines of society.

He addresses himself to the whole group.

                    NIN (Cont'd)
         Each of us, of course, feels very
         strongly as an individual, but I
         think we could all agree that there
         is something here that binds us all
         together.  In this way, we are a whole
         made up of different parts.  But in the
         way that each of us relates to all
         of us together, all of us together are
         but a part of society as a whole.

No one is really listening to him.

                    NIN (Cont'd)
         Now I come to my point: each one of us
         can be in unity with the rest only if there
         is a leader who can the unifying.  When
         Posterity judges our actions here it will
         perhaps see us not as unwilling prisoners,
         but as men who, when faced with the choice,
         preferred, for whatever reason, to remain
         as non-contributing individuals on the
         fringe of society.  We must not let this
         happen, gentlemen.  The choice is there, make
         no mistake about it!

NIN looks around, trying to elicit a response.

                    NIN (Cont'd)
         We must first choose a leader to unite
         us together, and then venture out and
         return once more as contributing and
         vital members of the greater organism of
         society.

NIN's speech has been increasingly passionate, and ends on a note
of triumphant exhortation.  The freak begins to cry; everyone else
is silent.

TWA, who has not been listening to the speech, is still sighting
through the telescope.

                    TWA
         Aha!

                                          DISSOLVE TO:
                                                               

54.       CAM is shaving his head while PTO is giving him a history lesson.
The Freak is crouched in the background.

                    PTO
         ......because of the great pressure 
         and bad air, they never attain a height
         greater than four feet although some of
         them are ferocious fighters and show
         great courage and skill.  Whether they
         are descendants of those who lost them-
         selves in the superstructure, or whether
         they are actually a separate race, no one
         can tell.  They depend on their strange
         appearance and peculiar smell to fend
         off any intruders, and they make the
         city shell a most unpleasant place in
         which to be lost.  The authorities
         tolerate a moderate amount of them at
         any one time, but they must be kept
         under control with occasional sweep
         campaigns, which is probably where
         this one came from.

                    CAM
              (repeating the lesson)
         Because of the great pressure and bad
         air, they never attain...

TWA, who has been busy making calculations, suddenly bursts in:

                    TWA
         I've got it!  Astounding!

                    PTO
         What?

                    TWA
         No one could have imagined anything
         one-thousandth as fantastic as the
         sober facts uncovered by patient
         inquiry.  This world is in a state of
         static-mobility:  we are at the same 
         time moving and standing still.

                    NIN
         That's the most ridiculous thing I've
         ever heard.

                    TWA
         It may seem ridiculous to the untrained
         mind, but if you were able to interpret
         the calculations you would see that an
         apparent paradox is actually a perfect
         and elegant system in concept and design.

A policeman approaches the group.

                    TWA (Cont'd)
         However, for myself there is a great
         deal more that I would like to know.
         Why is this world as it is and not
         something else.  Why is this world here
         at all.  It is true that at present I
         have no clue to the answers to questions
         such as these, but....

The policeman enters the group and walks over to CAM, leads him
away without a word.

                    NIN
              (to PTO)
         There goes another of your disciples.

                    PTO
         It seems I am destined to endure many
         frustrations....but at the same time
         I am secure in the knowledge that the
         thrust of my studies has been in the 
         right direction, and that even if it remains
         incomplete, my search has not been in vain.

PTO watches CAM being led off by the policeman.

                    PTO
         Our life is brief and powerless.  On all
         of us, the slow, sure doom falls pitiless
         and dark.  Blind to good and evil, reckless
         of destruction, omnipotent authority rolls
         on its relentless way.  Condemned today
         to lose our friends, tomorrow ourselves
         to pass through the gate of darkness, it
         remains only for us to cherish, before the
         blow falls, the lofty thoughts that ennoble
         this little day; disdaining the coward 
         terrors of the slave of fate, to worship at
         the shrine that our own hands have built;
         undismayed by the empire of chance, to
         preserve a mind free from the wanton
         tyranny that rules our outward life;
         proudly defiant of the irresistible forces
         that tolerate, for a moment, out knowledge
         and our condemnation, to sustain alone,
         weary but unyielding, the world that our
         own ideals have fashioned despite the
         trampling march of unconscious power.

THX looks into the void.  There are tears in his eyes.

                                              DISSOLVE TO:
                                                               


55.       The blue meal buzzer goes off and the men eat.  DWY tries without
any results to get OUE to eat something.  The Freak is very pro-
tective of his food, and is very sloppy when he eats.  SEN eats
only a small portion of his food, and puts the rest in his bed
module.  He then goes over and sits with THX.

                    SEN
         What is the Freak doing?  He chews,
         but he doesn't seem to eat.  The longer it
         stays, the greater the mess.  Nobody lifts
         a finger.  Isn't anybody going to get rid
         of the damn thing?
              (pause)
         All of its leavings are piling up.

THX is eating, unconcerned with SEN's problems.

                    SEN (Cont'd)
         I can't do a good job.  As soon as I
         get things cleaned up....it's hopeless,
         a hopeless task.
              (pointing to the others)
         I'm going to tell them I've had it.
         They don't know any better.  Countless
         diversions.  Deciding where we are.
         Arguing about leaving.  Trying to
         determine the future.  Ridiculous.
         What about keeping things livable here?
         Now?
              (pause)
         I can't hide anything.  I can't put any-
         thing aside.  Nothing can be saved,
         nothing....can be hidden.  They're beginning
         to go into my corner and look for things.
         Their things.  They're my things.....
         They're going to take it all.  I know
         what they're planning.  After all my saving,
         Starving...there must be something else.
         Don't you agree?  You're calculating...

SEN is stopped by the banging of a policeman's staff.

                    POLICEMAN
         LUH 9998

THX is startled by the felon's prefix.

                    THX
              (quietly, almost involuntarily)
         LUH! .......

He turns to see an older, quiet-looking man.  The policeman leaves
and THX slumps in depression.

                    SEN
              (casually interested)
         What happened to her?  Do you
         know where she is?  Why isn't
         she here...
              (pause)
         What are you thinking?

THX is obviously thinking about something important.  He seems 
to have made a decision.

NIN is sitting with OUE, trying o get him to sign his petition.

                    THX
         I'm leaving.

                    SEN
         What?

THX turns to SEN with a very determined look.

                    THX
         I'm leaving.

                    SEN
         When?.....How?

                    THX
         Right now.

                    SEN
         But you can't...you.

THX starts to walk out of the area and into the whiteness.

                    SEN
         Wait, I'm coming too.

SEN runs over to his bed and starts stuffing surplus food into
his shirt.  NIN comes over to him, pointing out at THX.

                    NIN
              (agitated)
         What's going on....what are you
         doing?

                    SEN
         We're leaving.

                    NIN
         What?

                    SEN
         We're leaving.

                    NIN
         Who?  Who's leaving?

                    SEN
         THX and me.

                    NIN
         But you can't.  We must escape.
         The new alignment.  The plan.
         The organization.

SEN's shirt is bulging with food.  He has wrapped more food up
in a piece of cloth.  As he starts to go after THX, NIN grabs his
arm and tries to restrain him.

                    NIN
         Wait....sit down, let's talk
         about it.  You can't just do this
         on your own.  We must present a
         united front...gather more pertinent
         information... plans have to be made.

SEN breaks away from him, and some of the food spills out of his
shirt, bouncing across the floor.  He runs after THX.

                    NIN
         Think of the new alignment.  What
         are you doing?
              (yelling)
         You can't do this!

PTO, TWA, and LUH join NIN on the edge of the white limbo.  They
watch SEN and THX walking off.

                    NIN
         We must escape.  We have plans.  We
         can leave.  We must wait until...

                    TWA
         Incredible!

NIN's yelling fades as SEN and THX venture further from the group 
of modules.  Eventually, the beds disappear completely.  THX and
SEN are alone in the white.

                                                               


56.   WHITE LIMBO 

EXTREME LONG SHOT
THX walks briskly through the white.  SEN follows a short
distance behind, occasionally dropping a cube of food.

LONG SHOT
THX and SEN are sitting, resting in the vast void.  SEN
is eating.  THX is thinking.

MED SHOT
They are walking.  SEN seems to be having a difficult time.

                    SEN
         The air is getting thinner.
              (pause)
         Or the pressure is getting 
         greater.  It's the pressure.
         How do you feel?

THX is not listening to SEN

                    SEN (Cont'd)
         My ears feel funny....are you sure 
         this is the right direction?

They walk until SEN drops on the floor, out of breath.

                    SEN
         It's the air.  It's closing in.
         I can't stand it any longer.  There's
         no room.  No air.

THX goes over to him.

                    THX
         I haven't got time.  You can stay
         here if you like.

THX starts off into the white.

                    SEN
         No!

SEN gets up and follows after THX.

                    SEN
         It shouldn't be this far.

They walk on.  Suddenly THX stops short.

                    SEN
         What?

                    THX 
         Look!

He points to a black dot in the distance.

                    SEN
         Oh No!

They stand for a moment, watching the dot.

                    THX
         It doesn't seem to be moving.

They start walking in the direction of the dot.

                    SEN
         Look, he's waving...It's a
         man.  He's waving.

Soon, they are close enough to see the man is a negro mannequin,
SRT 5555.  He begins to walk toward THX and SEN.  They are
frightened, and stop walking.  SRT approaches them.

                    SRT
         Hello...hello.  Where did you come from?

Both THX and SEN are speechless.

                    SRT
         Well, it doesn't make any difference,
         I guess.

He notices SEN's food.

                    SRT
         What's that?  Food?  Good,
         I'm starving.  Do you mind?

He takes a piece of food from SEN's shirt.  SEN is frozen with
fear.  SRT begins to eat.

                    THX
         What are you doing here?

                    SRT
         I was lost.

                    THX
         ...and you're not lost now?

                    SRT
                 (mouth full)
         No, I...

                    SEN
         You know the way out?!

                    SRT
                  (chewing)
         Um hmm...

                    THX
         Which way?

                    SRT
                (swallowing)
         That way.

He points in the direction from which THX and SRT have just come.

                    SEN
         That's where we were.

                    SRT
         Maybe you were traveling in
         circles.  That's the way out.

                    THX
         How do you know?

                    SRT
         Look more closely.

Out of the whiteness a row of faint beacons flash.  The men
start off in that direction.

As the beacons become more distinct, the men break into a trot,
then into a run.  SEN trips and falls, sending food bouncing in
all directions.

                    SEN
         Wait, help.

SRT stops to help him up.  THX waits until they catch up.  The
three of them run out of the white limbo into a dark side area.
They stop to catch their breath.

                    SEN
         There was nothing there.

SRT looks at THX and smiles.  They walk along the edge of the white
until they reach a door.

                    SRT
         It could lead anywhere...

THX puts his ear to the door.  He hears nothing.

                    SEN
         No...Let's not...

SRT opens the door, revealing an extremely crowded hallway.  The
roar is deafening.

                                                               

57.   CITY MAINWAY

The men stand looking into the river of people.  THX points to a
red door on the opposite side.

                    THX
                  (shouting)
         Let's head for that door.

The three men are engulfed by the moving people.  Fearful of
being noticed, they are tense as TV cameras scan the crowd.

They struggle to fight the swift current.  SEN begins to panic
as he becomes separated from THX and SRT.  The shuffle of feet
is so loud that SEN's crys are not heard.

THX sees SEN drifting further and further away, but he is
helpless to do anything.  THX yells at SRT who is directly 
ahead of him in the stream of people.

                    THX
         We've lost SEN!

                    SRT
         What?

                    THX
         Lost SEN!  He'll never find us.

                    SRT
         Too late....stay close.

THX and SRT make it to the opposite side of the hallway.  They move
along the wall until they reach the door which reads:  "Reproduction
Center 35 No Entrance"  SEN helplessly disappears in the distance.
He screams, but cannot be heard as he floats through the hallways.
THX and SRT enter the reproduction center.

                                                               

58.   CONTROL CENTER

A row of observers sit at their monitors, as a control officer,
ELC 3433 (dressed in yellow), enters the room.  He walks over to
one of the observers and is handed a stack of report tapes.  He
take the reports to his desk and begins to listen to them.  The
control center seems relatively calm.

                                                               

59.   REPRODUCTION CENTER

SRT and THX are sitting in a large room illuminated by blue lights
and filled with large jars.  The jars contain human embryos.

                    SRT
         ...it doesn't matter.  The
         rest of it just didn't happen.

                    THX
         What are you talking about.
         How do you know?  I need her!
                 (to himself)
         I need her.  She needs me.  I've
         got to get to her.

                    SRT
         Maternity ward, huhh!

                    THX
         We'll never make it through that
         mainway...I wonder what happened 
         to SEN.
                   (pause)
         I'm crazy!  This whole thing is
         crazy...What am I doing?  My
         mind is full of so many things
         I can't think of anything,
         anymore.
             (annoyed, to SRT)
         Who are you?

                    SRT
         Who?  Me?...I don't know.

                    THX
         What kind of answer is that?

                    SRT
         I don't know.

                    THX (very fast)
         You have to!....I'm 1138 THX
         Magnum manipulator 347 cell 94107
         Precinct 3 Residence:  Level 6421
         Complex 12 Ramp 5.  Roommate
         3417 LU...H.

                    SRT
         Oh, That!  I'm 5555 SRT Entron..

                    THX
                   (angry)
         I don't care..
SRT gets up and looks around the embryo room.  He takes one of the
jars and removes it from the shelf.

                    THX
         It's all her fault!...She
         put orinase in my sedation.

SRT looks at THX and puts the jar back in its niche.

                    THX
         How can I love her?

SRT goes over to a control panel and begins to inspect it.  He
discovers a maintenance entrance to the computer.  A small sign
on the door reads"  "Reproduction control computer maintenance.
No entrance.  Use no electrodevices beyond this point."

                    SRT
         Look!

THX goes over to the computer.  SRT pulls the door open.

                    THX
         No!

An alarm goes off, and a recorded voice is heard.

                    VOICE
         You are engaged in an unauthorized
         procedure.  Check cybernetic manual
         F-45.  If you do no have an F-45,
         you are in violation.  This is a
         double A restricted precinct.  Remain
         where you are.  Authorities will
         arrive shortly.

                    THX
         You should know better than that!

THX looks up at a TV camera.  The two felons are seen on a TV monitor.

                                                               

60.   CATHEDRAL

The Cathedral is a vast, dark, and empty hall.  Dimly perceivable
are strange-looking cameras on large dollies; cables are strewn 
across the floor.  At one end is the portrait of OMM and the
huge figure eight.

A door open slowly at the far end of the hall and lets in a
shaft of light.  The air is filled with dust.

SEN enters through the door, marked  "SAG - 68Y Personnel only."
His bag of food hangs limply and he is exhausted.  Slowly and
cautiously he moves down the rows of strange shadowy devices.
From the dark background there is occasionally a glint of
polished metal or glass.  Amber safety lights are spaced evenly
along the unseen walls.  Every sound he makes echoes throughout
the empty space.

He stands for a long while in front of the portrait of OMM.  In
the background, only dimly seen, are huge cards reading: "Before
OMM was OMM, After OMM will be OMM, Within OMM" etc.. He tosses
the bag of food on the floor; one red sphere rolls out and comes
to a stop.  He looks at it and smiles wryly.

                    SEN
         They took everything...and then
         they were going to take my food.

He says this as a matter of fact, not trying to excuse anything.

                    SEN (cont.)
         My food....I was afraid and I
         ran away.

The portrait of OMM looks down silently.

                    SEN (cont.)
         I know it was wrong, OMM.  I want
         to go back...I want to do the
         right thing.  I want to go back.

The sound of footsteps is heard, and SEN turns in panic to see
who it is.

                                                               

61.   COMPUTER INTERIOR

THX and SRT run through the labyrinth of electronic circuit
panels.  THX begins to show signs of exhaustion as they run 
through the rows of electrodes.

CLOSE ANGLE
THX stops to catch his breath.  SRT disappears around a corner.
THX runs to catch up, but when he reaches the corner, he
discovers SRT has disappeared.  He goes alone.

                                                               

62.   CONTROL CENTER

In the control center ELC receives a report.

                    VOICE
         .....and two inmates have fled
         detention block R, habot 92.
         They have been missing for
         approximately 3:32.16 hours.

The report is simultaneously typed into a computer.

                    VOICE (cont.)
         1138 THX and 5241 SEN.  Relay
         current position.

ELC appears calm and unconcerned as he speaks over the intercom.

                    ELC
         We have a U65 on a K8.  Transfer
         all unauthorized contacts in
         precient 688 CON-G to this center.
         Mode 7.

Instantly, the computer readout activates.  ELC reports into an
intercom.

                    ELC
         Request two PB848's:  officers 1999
         and 2187.  Proceed with recovery
         operation of felons 1138thx and
         5241sen.  Current position
         reproduction center 35, precient
         688, CON-G.  Report when felons are
         in custody, revised position: HOLD....
         Felons have entered maintance area of
         reproduction control computer 35-B4.
         Transfer.

ELC turns to watch an assembly accident on one of the monitors.

                                                               

63.   CATHEDRAL

SEN is peering into the shadows.  Just barely visible, standing
on the other side of the cathedral, is a white robed figure.

                    VOICE
          (echoing through the hall)
         This is not the place for prayer.

SEN shows no surprise and says nothing.

                    VOICE (cont.)
         If you want to speak with OMM you
         must go to a UNICHURCH, you know
         that.

                    SEN
                 (to himself)
         Yes....

                    VOICE
         What?....Are you in any trouble?

                    SEN
         No...No...I'm all right.  I'm
         going now.

SEN picks up his bag and starts for the door.  The white robed
figure, which we can now see is a monk, stops him.

                    MONK
         Are you SAG?....What is your
         number and prefix?  I'm going
         to have to put this in your
         record.

                    SEN
         No...I'll just leave.

                    MONK
                (holding him)
         I'm sorry, I have to report all
         intruders.....Where is your
         identification badge?

                    SEN
            (looking at his lepel)
         I lost it.

                    MONK
         You're in violation.  I'm going
         to notify the authorities.  This
         is beyond my jurisdiction.

The monk turns to leave, and SEN grabs him, knocking him to the
floor.

                    SEN
         No!  Give....Give me time.

SEN begins to beat the unconscious body of the monk.  Slowly,
he stops and then slumps, holding his face in his hands.

                    SEN
         OMM...OMM What have I done?

He takes the body in his arms, and then goes through the monks
pockets.  He finds some pills and takes them.

                                                               

64.   COMPUTER INTERIOR

THX is standing at the intersection of three computer hallways:
puzzled.  He turns to see a chrome policeman come around the
corner at the other end of the hallway.

MED ANGLE
THX runs down a corridor away from the policeman.  Exhausted
and trapped, he discovers an opening between two electronic
panels, and squeezes into the cramped hiding place.

FULL SHOT
The robots stop a short distance from where THX is hiding.
Another policeman joins him.

                    POLICEMAN
         We need assistance.  Electroscan
         impossible.  Must rely on visual
         sighting.  Request three
         additional officers.

                    ELC
         Assistance priority request filed.
         Continue with operation.

The policeman move off down the hallway.  When their footsteps fade,
THX pokes his head out of his cubbyhole.

MED ANGLE
THX runs through the electronic hallways.  He stops at an exit; a
hole high in the ceiling with a ladder in it.  Suddenly he hears
someone coming.  He jumps for the ladder and misses, landing on
a heap on the floor.

CLOSE ANGLE
He is about to make another leap when someone grabs him from the
rear.  THX faints and collapses on the floor.

                                                               

65.   CONTROL CENTER

Photos and file histories of THX and SEN are projected on the large
screen.  ELC is speaking into a dictaphone, and his request is
instantaneously typed into the computer and onto the screen.

                    ELC
         ....and both felons were located
         in reproduction center 34.
         Apprehension pending.  Priority
         shift for 3 additional officers
         delayed.  Subjects will be
         returned to.....

He breaks off his dictating as a report comes through on his
headset.

                    VOICE
         Priority shift granted.  Officers
         5254, 9696 and 1970 dispatched to
         Con G.

                    ELC
         It's about time (into intercom).
         Three additional officers enroute
         to assist in operation.  Advise 
         at time of apprehension.

                                                               

66.   TRAM STATION

SEN is riding in an almost empty tram.  There is only one other
passenger - a man asleep about four rows behind him.  The tram 
comes to a stop and an announcement is made over the PA system.

                    ANNOUNCER
         Termination of exurban link-DD NECK 08.
         This tram will return to central web 
         in five minutes.

There is a soft hiss and then silence.  The man in back of SEN
wakes up, looks around, then falls asleep again.  SEN gets up
and cautiously leaves the tram.

FULL SHOT
Outside, the tram station is deserted and only partially completed.
There are corridors leading from the station, but these too, are
unfinished.  The station is lit only by dim work lights.  The
sound of running water is heard.

CLOSE SHOT
SEN very timidly begins to explore one of the corridors.  The walls
are solid, uneven rock, covered with plastic sheeting.  Many tubes
and wires are lying on the floor, leading off into the distance.
Occasionally there is a strange-looking tool dropped against the wall.

MED SHOT
SEN comes to a section of rock that is steaming.  There is a
strong draft blowing past him toward the tram station.  As he
rounds a corner a strange volcanic sound comes from the depths
of the unfinished corridor.  Suddenly a large rat scampers
past him and into the uncompleted shaft.

CLOSE SHOT
SEN is terrified and at the same time intrigued by what he is
seeing.  He stops and listens.  He hears the sound of the trams
pressure valves closing up.

FULL SHOT
He looks back, he cannot see the tram and he is instantly
overcome with fear.  He runs madly around the corner and down
the corridor.  The tram is till there.  He reaches the tram
just as the door begins to close.

                                                               

67.   CONTROL CENTER

One of the observers reports to ELC.  On his TV monitor two
chrome policeman fuss over the body of the slain monk.

                    OBSERVER
         I have an unusual report - a
         nonaccidental death.  Are
         there any felons reported in
         section 692 CON F?

                    ELC
         No, the closest thing I have
         is in CON G, they couldn't
         have done it.  Relay to
         analysis.

He thinks to himself for a minute.

                    ELC
         (to the observer)...Let me recheck
         ....(he typed into computer)...
         Backlog on case 6178821150.

The computer readout activates.

                    ELC
         I have an unexplained discrepancy.
         A description of one of the felons
         trapped in reproduction center 35
         doesn't match his Harris profile.
         Transfer any unauthorized contact
         for a radius of 30 sections.  Relay.

The computer readout activates.

                                                               

68.   NARROW PASSAGEWAY

THX lies unconscious on the floor of a hallway, filled with pipes
and tubes.  SRT is looking down through the ladder hole watching
a policeman pass under him.
THX begins to regain consciousness.

                    SRT
         I'm sorry...I didn't mean to
         frighten you.

THX looks around and realizes he has been moved out of the
computer.

                    THX
         How did you get me up here?...

It is very hot and sweat forms on THX's forehead.  There is a
large rumble and the entire passageway vibrates.

                    SRT
         What was that....

                    THX
         Must be an expressway....
         You don't have to stay 
         here, you know....

                    SRT
         What have you done, Cut your hand?

                    THX
         I'm all right

THX rises and they begin to walk along the passageway.  At the
end of the hall is a small metal door, a sign read "Level
842CON G, Division of Plastic, Vendable manufacturing stations"
the door is jammed and it is difficult to open.  Finally the
latch snaps and the door swings open.

                                                               

69.   SCHOOL PLAZA

SEN is sitting with his head in his hands.  Along one wall is a
school with windows facing the plaza.  Children are playing
various games in the center of the plaza.  One group forms a
human labyrinth and tow children play tag in it.  Two children
are standing apart from the others, one is adjusting a strange
device of the other's arm.  After a few moments one child
approached SEN.

                    CHILD
         My inducer fell off.

                    SEN
                (Looks up)
         What...?

The child holds out his arm to SEN.  A small blue plastic
pouch has detached from the underside of his arm.  He points at
the other child standing in the background.

                    CHILD
         3114 knocked it off.

                    SEN 
                (Confused)
         Oh?....

                    CHILD
         He didn't mean to.

SEN takes the pouch.  Printed on it are the words "Advanced
primary economics 5867H"  It is filled with a creamy fluid
which is dripping slowly out of the plastic tube.

                    CHILD
         Look out!

He grabs the pouch from SEN and pinches the tube shut.

                    CHILD
                 (Angry)
         What's the matter with you?

The other child has come over and is watching.

                    SEN
         I'm sorry...let me see it again.

The child reluctantly gives him the pouch and SEN is careful to
keep it upright.  Sticking out of the child's arm is a small
plastic receptor tube.  SEN fits the pouch's tube into it.  The
child looks at SEN.

                    CHILD
         What are you doing here?  Where's
         your badge?

                    SEN
          (Busy with the pouch)
         I'm an escaped felon.

The two children look at each other wide-eyed.  The second backs
off a little.

                    FIRST CHILD
         You are not!  Why aren't you
         arrested?

SEN looks up and smiles and motions the other child closer
again.

                    SEN
         I'm waiting to be picked up.
         Here, hold this...

He hands the second child the first's pouch and tears a strip
of cloth from his shirt.  He ties it around the arm holding
the pouch secure.

                    SEN
         There!

The two children are fascinated, knowing whether to
believe SEN or not.

                    SECOND CHILD
         What's your name?

                    SEN
         SEN 5241

                    SECOND CHILD
         I'm 3114 and he's 1112

                    SEN
         Hello....(looking at the pouch)
         How is that?  Any good....

                    FIRST CHILD
         (Shrugs)  O K

                    SEN
         When I was in school it was all
         different.  We had to lie in bed
         all the time.  ADVANCED PRIMARY
         ECONOMICS was a bottle about
         this big.... (he indicates a
         football sized object)  It took
         a week.

                    CHILDREN
         Wow!

                                                               

70.   PLASTIC FACTORY

THX and SRT pass by large stacks of the three dimensional hexagons
that are sold in the commercial plazas.  Eventually, they enter a
cold, blue-lit room filled with dead bodies lying on metal slabs.
The eyes and torsos of many of the bodies are covered with a
blue plastic film.

MED ANGLE
THX sits quietly on one of the empty slabs.  SRT wanders through
the dead bodies, occasionally lifting the covers and looking
underneath.  THX takes a cube of food out of his shirt.  He
considers the possibility of not offering any to SRT.

                    THX
         Would you like part of this?
         ....It's not much.

                    SRT
         (referring to the bodies)
         All the insides are gone!

THX Begins to eat.

                    SRT
         Did you know all the insides are
         gone from these people?

THX continues to eat, not responding to SRT.

CLOSE ANGLE
On one of the slabs is a body with a particulary large head.

                    SRT
         This one must have been a
         genius!

SRT inspects the head.

                    SRT
         ...Yes, definitely smarter then
         the rest.

He moves along to another body which we recognize as DWY.  He
has no cloth over his eyes.

                    SRT
         This one has eyes. (sardonic) Why
         did they leave your eyes?  Could
         you ever....

                    THX
            (recognizing DWY)
         No!....

THX goes over to DWY.

                    THX
               (Saddened)
         I knew him.

                    SRT
         Soon he'll be a plastic cube.

                    THX
                (angry)
         Shut up.

SRT goes over and lies down on one of the slabs.  THX remains
with DWY's body, pondering his fate.

                    SRT
         Your a fool.....If you continue
         after LUH, you'll end up here.
         Forget her.  You can't go back.

THX wearly climbs onto a slab, just as a door opens and a figure
enters.  Both THX and SRT freeze in terror.

MED ANGLE
The figure begins to staple plastic tags on the ears of the
bodies, checking a list as he goes.  As he works, two more
figures enter with a cart and lift the tagged bodies into it.

                                                               


71.   CONTROL CENTER

A TV monitor focuses on SEN sitting in the school plaza.

                    ELC
         We've lost contact with 1138.
         An unidentified felon is traveling
         with him.  Will transfer further
         information when available.

                    OBSERVER
         Visual contact with 5241SEN.
         ....Habot 25 CON-H, PS947.

ELC switches to another intercom.

                    ELC
         Request PB848:  officer 1088
         proceed with recovery of felon
         5241SEN.  Current position
         Habot 25, CON-H, PS947.

                    OBSERVER
         Negative sweep of CON-J, section
         H.

                    ELC
         Try closer to the reproduction
         center.

                                                               

72.   SCHOOL PLAZA

SEN is still sitting with the two children.  He listens to them
attentively.

                    2ND CHILD
               (correcting)
         No...impresses on each of us.

                    1ST CHILD
         That's not how it goes.

                    2ND CHILD
         Yes it is....

                    SEN
         Go on.

                    1ST CHILD
         .....There are no other rational
         alternatives in this way.  We
         eliminate the economic function
         generated by the contrast of
         separate but compatible energies.

                    2ND CHILD
         Elements!  Compatible elements.

                    1ST CHILD
         Energies.

As the children argue, SEN notices a policeman approaching them.
He stands up, and the children stop arguing and look on in
wonderment.

CLOSE ANGLE
The policeman tapes SEN's hands behind his back.  SEN looks at
the first child....

                    SEN
         You're right.

                    1ST CHILD
            (to second child)
         See!

                    2ND CHILD
         He doesn't know.

The policeman tapes SEN's mouth and eyes and leads him off.  The
children continue to argue about the word.

                                                               

73.   PLASTIC FACTORY

CLOSE ANGLE
The figure with the staple gun approaches the slab on which SRT
is lying.

A death tag is stapled to his ear.  He doesn't even flinch.
The figure continues along the row of bodies, nearing THX.

FULL ANGLE
The figure staples a tag on THX's ear.  His body jerks with
pain, the figure jumps back with a yelp.

                    FIGURE WITH CART
         What's wrong?

THX and SRT jump up and run to a side door making a quick exit...
The figures stand in shock..

MED ANGLE
THX and SRT run furiously down a long hallway;  there are two doors
at the end, one of which is locked.

CLOSE ANGLE
Four or five men enter from the end of the hallway, THX tries the
second door, which opens and they rush inside, closing and locking
the door behind them.

                                                               


74.   OBSERVATION CELL

They are in a small cramped observation cell.

                    THX
         We're trapped.

SRT takes a tool from one of the control panels and smashes a
TV monitoring eye which has been observing them.

CLOSE ANGLE
THX is fumbling desperately at the controls of the master
board.

A series of images flash rapidly across the TV screen:  trams
in transit, people eating, factories, hallways.

FULL SHOT
SRT is feeling along the walls for a removable panel.

                    SRT
         That's a waste of time.

THX continues pushing buttons, and a medical operation appears on
the screen.

                    THX
              (To himself)
         That's not it.

                    SRT
              (Unconcerned)
         No?

THX adjusts some dials and more images appear on screen.

                    THX
         There!......There!

He locks in a wide angle view of a maternity ward and starts
switching close shots to close shot, searching.

                    SRT
         Come here and help me, we have
         no time.....

SRT is unscrewing one of the small panels.  He manages to get it
off and looks inside, (a mass of wires and circuit boards.)
obviously not an escape route.  Staring back from the circuiting
is a pair of small red eyes.  A hiss and scuffling sound is heard
as the eyes disappear.  SRT turns to THX, but THX is completely
absorbed in the monitors.

SRT gets up and continues to prowl about the small room,
examining things, pushing an occasional button,
unscrewing various controls.

                    SRT
         The only way out seems to be the
         way we came in.

SRT pushes another button and the voice of OMM is heard.

                    OMM
         This is OMM.  Everything is fine.
         You are in my hands.  I will
         protect you.  Co-operate with
         Mercicontrol.  They only want to
         help you.  Everything is going to
         be all right.

SRT manages half a smile and shakes his head.  THX finishes
his examination and slumps back in his chair, dazed.

                    THX
         She's not there

                    SRT
         No...... (Long pause)
         She's dead THX........

                    THX
               (shouting)
         You don't know that!

                    SRT
         All right...

SRT goes over to panel and looks at the controls.

                    SRT
         Get up for a second....

THX gets up, not knowing what SRT is up to.  SRT pushes some
buttons and dials in an image.

                    SRT
         There...

The image on the screen is a bottled human embryo about three
months old.  It is alive moving slightly.  THX is speechless.

                    SRT
         Remember this...?

                    THX
         Where's LUH?

                    SRT
         Look more closely.

On the bottle we can see printed:  8888 Sexact. Maternal:
LUH 3417.  Paternal:  (surmised) THX 1138.

                    SRT
         That's all that's left of
         her besides something like
         what's in the next room.

There's a long pause.  The embryo turns its head..

                    THX
          (Quiet but intense)
         No...no you're wrong.

                    SRT
         I'm only trying to help you.

THX jumps up, pushing SRT across the room and into a panel of
monitors.  There are tears in THX's eyes....

                    THX
                (shouts)
         You're wrong.

THX slumps into his chair.  SRT get sup and goes over to him.
The embryo is still on the monitor.

                    SRT
         I'm sorry.

                    THX
         What do you want?

                    SRT
         Save yourself....

SRT retracts the monitor to a full wide angle view of the
reproduction center.  THX's son is lost among thousands of embryo
bottles.

                    SRT
         ...life seems very natural, once
         you have been born, but, for the
         unborn it is a frightening
         mystery.  It is not easy to choose
         life if you have never lived.

                                                               


75.   CONTROL CENTER

ELC receives a report over the intercom...

                    VOICE
         Observation booth 649, Division
         of plastic, CON H

He flips to another channel.

                    ELC
         Request 2 PB848's:  Officers
         4242 and....

He checks his computer readout.....

         ...2284.  Proceed with recovery
         of felon 1138 Prefix THX and
         unidentified companion.  Current
         position:  Vendable manufacturing
         Center 92.  Observation booth 694.
         Precinct 331.  CON H.  Report
         when felons are in custody.....

                    OBSERVER
         No visual contact in OB 649.

                    ELC
         That's allright.  They're not going
         anywhere.

He speaks into his dictating machine...

         ...research into advanced relay
         systems must be given more attention
         if any.......

                                                               

76.   OBSERVATION CELL

Various human dramas play themselves out over the TV monitors.
On one of the screens, and operation is in process.

                    VOICE
         Heart 6G, lungs 35OR, liver
         defective, kidney-right-641A...

On another monitor we see a small crowd of people standing in the
morgue.

                    SRT
         Just look at all those people.

                    THX
         I thought of something.....

They are interrupted by an intercom voice.

                    POLICEMAN VOICE
         Gentlemen, you have nothing 
         to fear, everything will be
         all right....

FULL ANGLE
We see two policemen outside the observation cell talking into
a small intercom on the door.  A group of about five or six
people are gathering at the end of the hallway to observe the
scene.

                    POLICEMAN
         Stay calm, the door seems to be
         jammed or locked; please check the
         lock on your side.  We are not
         going to hurt you.  Everything 
         will be all right.

The policemen try the door again, but it does not open.  One
policeman takes a pen-sized tool and begins to burn a hole
around the latch.

                    POLICEMAN
         Stay calm........

CLOSE ANGLE
THX madly typing into the computer, he speaks into an
intercom....

                    THX
         repeat..fire in observation
         649 ..... all systems....

He turns to SRT; they smile at each other.

                    THX
         Get ready...

SRT goes over to the door and grabs the lock.  Over the intercom
a recorded voice is heard.

                    VOICE
         Discontinue all operations....

The robots stops and look at one another puzzled.

                    VOICE
         Repeat..discontinue all operations.
         Correct procedure is essential...
         Stay clam..evacuate this complex...

The onlookers begin to panic.  SRT yanks the door open and one
of the policemen tumbles into the booth SRT and THX run head-long
into the other policeman, pinning him against the wall; he
falls to the floor, dazed from the jolt.

                                                               

77.   CONTROL CENTER

A row of lights on ELC's panel light up.

                    ELC
         Report!

                    POLICEMAN'S VOICE
         Felons now fleeing section..

                    ELC
         Hold....(to an observer) mindlock
         Precinct 331 CON H general area...
         MINDLOCK.....

                                                               

78.   PLASTIC FACTORY

As THX and SRT run toward the onlookers, the crowd starts to
disperse, panicked.
The high whinning score is heard and suddenly everyone freezes in
motion, THX and SRT continue running, slowing slightly, but they
are not affected by the mindlock.

FULL SHOT
One of the policemen is helping the other to his feet and
reporting to ELC ....

                    POLICEMAN
         Mindlock stabilized, felons
         unaffected.  Pursuit instructions.
         We have been informed to discontinue
         operations, is this correct..confirm..

                                                               

79.   CONTROL ROOM

A man places more reports on ELC's desk.

                    ELC
             (to policeman)
         Continue pursuit, disregard
         previous instructions, proceed.

ELC flips to another channel.

                    ELC
         Mindlock impossible.  Subjects
         suffering...total chemical
         imbalance.  Mindlock completely
         disrupted.  Request destruction
         clearance.  Stand by.

The computer readout activates.

                    ELC
             (to policeman)
         Proceed to dispersal center 21.
         Projected route of flight will
         be transferred.

                                                               

80.   MODUAL DISPERSAL CENTER

THX and SRT make their way into a large, cavernous room.  It is
a transport center at peak hour, and many people are pouring
into the area.

CLOSE ANGLE
THX and SRT thread through the crowded dispersing center as
the policemen struggle to locate them.  The felons are swept
toward the tram system.  SRT signals to THX.

                    SRT
         This way!

They fight their way through the crowd, away from the tram and
toward the individual autojets.  TV monitors scan the center.

CLOSE ANGLE
THX and SRT become separated in the pushing crowd.  Individually,
they reach a row of the massive jet-powered vehicles.  A
policeman begins to move toward the autojet area.

FULL ANGLE
THX gets into an Autojet.  SRT is at the other end of the parking
area and a policeman is between him and THX.  SRT climbs into
an autojet, careful not to be noticed by the policeman.

MED ANGLE
THX starts his car with an ear-deafing roar.  He turns the car
out of its parking space and begins to coast out of the center,
past SRT's car.

CLOSE ANGLE
SRT is having difficulty starting his car.  On the dashboard,
a red light flashes:  ENGAGED.  He is slightly comic as he
tries to deal with the incredible array of switches and
buttons.

FULL ANGLE
The policeman is approaching as SRT continues his struggle to
start the car.  Suddenly, the powerful jets star and the 
car uncontrollably lurches forward at great speed, crashing
head-on into a wall.  The car begins to smoke.

CLOSE ANGLE
THX has been watching in his rear view mirror.  He put on
his breaks and turns to look back.

FULL ANGLE
SRT cannot be seen in the smoking car.  The car lights go on
and then off.  The car explodes into a ball of flames.

CLOSE ANGLE
THX buries his head in his hands.

                                                               

81.   EXPRESS TUNNEL

THX's autojet roars through an express tunnel.  Two policemen
on sleek, exotic jetbikes round a corner with beautiful
precision.  Calmly, relentlessly, they pursue THX.

MED ANGLE
Over his headset, THX listens for police reports.  The
messages on the channel are routine.  THX must constantly
fight to maintain control of his car.  He can see the two policemen
following on his radar scope.

CLOSE ANGLE
THX hears a strange noise coming from his car.  He tries to
find the source of the sound, and momentarily loses control
of the car.

FULL ANGLE
The car swerves and scrapes the wall of the tunnel.

CLOSE ANGLE
THX sees the policemen gaining on his radar scope and pushes
his car even faster, making it even more difficult to control.
The policemen momentarily drop back.  The loud noise in his
car begins to get worse, and he checks his gauges.  The
policemen slowly begin to gain on THX.

FULL ANGLE
The car bobbles as THX has more and more difficulty keeping
it under control.  A part flies off, causing one of the jet-
bikes to swerve.  The policeman lose control of his bike,
tumbles across the roadway and bounces off the wall, parts
flying in all directions.

CLOSE ANGLE
As THX's speed increases, the engine heats up, moving the
indicator into the danger zone.  THX looks for a switch to
cool the engine.  He is now experiencing serious mechanical
trouble.  One of the engines is making a very loud screeching
sound.  Finally THX flips the right switch, and the
temperature needle moves out of the danger zone.

The struggle for THX to maintain control of the machine almost
becomes more terrifying and important then the pursuing
policeman.

FULL ANGLE
Tension builds as the jet car and the jet bikes race at incredible
speeds through the maze of tunnels.  As the car passes level
markers, we realize THX is rising up through the city.  Finally
he reaches level 10.

CLOSE ANGLE
THX picks up a new object on his radar scope coming from the
opposite direction, heading directly toward him.  Suddenly a
control voice breaks in over radio head set.

                    VOICE
         Stop your vehicle.  Officers are
         approaching from both directions.
         Stop your vehicle.  You have
         nothing to fear.

                    OMM
         Everything will be all right, you
         are in my hands.  You have nowhere
         to go.  I am here to protect you.
         You have nowhere to go.  You have
         nowhere....

THX continues ahead, as the dots on the radar scope begin to
close.

FULL ANGLE
THX rounds a corner and sees a faint light ahead of him.  His
autojet continues to blast along the tunnel roadway.

CLOSE ANGLE
THX begins to panic as he watches the dots ahead of him and
behind him close on the scope.

                                                               

82.   CONTROL CENTER

ELC watches his radar scope as the dots converge.

                    ELC
         I don't understand.  He's not
         stopping.
               (into another intercom)
         Is scope 621 giving an accurate
         reading?....fine.  Just checking.
         Officer 3333, Abort....Abort....Abort...

                                                               

83.   EXPRESS TUNNEL

The policeman gets his new orders too late and THX's autojet
collides with the on coming bike.  The jet bike is thrown over
the top of the car.  THX loses control of his car and skids to a
stop against one of the walls of the tunnel.

CLOSE ANGLE
THX is shaken, but no hurt.

FULL ANGLE
The jet bike which was following THX hits the wreckage of the
first bike and tumbles end over end through the tunnel.

CLOSE ANGLE
THX gets out of the car and runs down the roadway.  Lights
appear in the distance.  THX presses against the wall as an autojet
rockets past him.  He begins to run again as a crash is heard in
the distance.

FULL ANGLE
Two policemen pass the wreckage on their jet bikes.  THX finds
a door on the side of the tunnel and enters.

                                                               

84.   CITY SUPERSTRUCTURE

THX runs through the concrete superstructure.  One of the
policemen stops at the entrance of the superstructure and the
other one continues through the express tunnel.  The policeman enters
the superstructure and begins to search for THX.

CLOSE ANGLE
THX is becoming weary as the policeman methodically searches for
him using a thermoviewer heat detector.  THX stops to rest for
a moment.  He is cold, shaking.  He hears something.

FULL ANGLE
Out of no where, something jumps on THX's back and knocks him 
to the pavement.  It is a long-haired dwarf freak, similar to the
one in the prison chamber.

MED ANGLE
They fight violently and THX eventually gets the freak by the
neck and begins beating his head on the concrete until it is dead.
THX is exhausted, and lies on the pavement trying to catch his
breath.

CLOSE ANGLE
THX is lying next to the carcass of the freak.  He hears a sound
and looks up to see more freaks approaching, staring at him through
the darkness with firey eyes.  THX scrambles to his feet and runs
as fast as he can.  The freaks attack the carcass he has killed.

FULL ANGLE
The policeman is joined by another and they methodically search
through the superstructure.  THX runs until he reaches a metal
ladder which works its way up into the city shell.  He begins 
to climb, each footstep echoing as his foot hits the metal rungs.

CLOSE ANGLE
The policemen hear THX and immediately get a fix on him.  They
head for the ladder.  THX reaches the top of the ladder and is
stopped by a large metal hatchway.  He struggles to get it open.

FULL ANGLE
The policemen begin to climb the ladder, their feet resounding
throughout the superstructure.

                                                               

85.   CONTROL CENTER

ELC reads a computer readout.

                    ELC
         Officers 9641 and 2242 discontinue
         operation.  Report to Thermal
         station 62.  Present operation
         computed to be economically unfeasible.
         It is predicted that 1138 THX will self-
         destroy.  Repeat:  Abandon present
         operation.  Dispatch to Level 56 CON-R
         thermal station 62, investigate toxic
         chemical leak.

One of the monitors shows an industrial accident.
ELC becomes involved in another case.

                                                               

86.   CITY SHELL

The policemen are stopped at the head of the ladder.  They look
at THX, who has opened the hatch, and they acknowledge the message.
He watches them disappear, their footsteps echoing in the distance.

CLOSE ANGLE
THX goes through the open hatch and continues on until he reaches
a small chamber with a circular door, slightly ajar.  An unnaturally
bright light floods through the crack in the door.

MED ANGLE
THX is obviously afraid of what lies beyond the door.  There is
a moment when it looks as if he may turn back.  Eventually, he
makes a decision and throws the hatch open.

FULL ANGLE
He stands bewildered, virtually buried in sunlight.
THX climbs out of the hatchway and stands shielding his
eyes from the sun.

END CREDITS

                                      FADE OUT.
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