Subject: [FFML] [Fusion][Poke/Star Wars] Poke` Wars Episode 5: Team Rocket Strikes Back
From: "Damien Hailey" <samas_1@hotmail.com>
Date: 4/28/2000, 11:48 PM
To: pokefanfic@egroups.com, ffml@fanfic.com


                            POKE` WARS

                            Episode V

                     TEAM ROCKET STRIKES BACK

                 Adapted by Damien (SAMAS) Hailey
                         from a story by
                           George Lucas

                          LUCASFILM LTD.


                      ----------------------


A long time ago, in a galaxy far, far, away...


 It is a dark time for the Rebellion. Although the DeathOrb has
been destroyed, Rocket troops have driven the Rebel forces from
their hidden base and pursued them across the galaxy.
 Evading the dreaded Rocket Starfleet, a group of freedom fighters
led by Brock Stonewalker has established a new secret base on the remote
ice world of Hoth.
 The evil lord Rock Vader, obsessed with finding young Stonewalker,
has dispatched thousands of remote probes into the far reaches of
space...


EXTERIOR: GALAXY -- PLANET HOTH

         A Star Destroyer moves through space, releasing probe
      robots from its underside.
         One of these probes zooms toward the planet Hoth and lands
      on its ice-covered surface. An explosion marks the point of
      impact.

EXTERIOR: HOTH -- METEORITE CRATER -- SNOW PLAIN -- DAY

         A weird mechanical sound rises above the whining of the
      wind. A strange probe robot, with several extended sensors,
      emerges from the smoke-shrouded crater. The ominous mechanical
      probe floats across the snow plain and disappears into the
      distance.

EXTERIOR: PLAIN OF HOTH -- DAY

         A small figure gallops across the windswept ice slope. The
      bundled rider is mounted on a large Rapidash. Curving plumes of
      snow rise from beneath the speeding hooves of the four-legged beast.
         The rider gallops up a slope and reins his horse to a
      stop. Pulling off his protective goggles, Brock Stonewalker
      notices something in the sky. He takes a pair of
      electrobinoculars from his utility belt and through them sees
      smoke rising from where the probe robot has crashed.
         The wind whips at Brock's fur-lined cap and he activates a
      comlink transmitter. His Rapidash shifts and moans nervously
      beneath him.

Brock: (into comlink) Echo Three to Echo Seven. Ash, old buddy, do you
read me?
         After a little static a familiar voice is heard.

ASH: (over comlink) Loud and clear. What's up?

Brock: (into comlink) Well, I finished my circle. I don't pick up any
life readings.

ASH: (over comlink) There isn't enough life on this ice cube to fill a
PokeBall. The sensors are placed. I'm going back.

Brock: (into comlink) Right. I'll see you shortly. There's a meteorite
that hit the ground near here. I want to check it out. It won't take
long.

         Brock clicks off his transmitter and reins back on his
      nervous steed. He pats the beast on the head to calm it.

Brock: Hey, steady girl. What's the matter? You smell something?

         Brock takes a small device from his belt and starts to
      adjust it when suddenly a large shadow falls over him from
      behind. He hears a monstrous howl and turns to see a Primeape
      lunging at him ferociously.

Brock: Aaargh!

         Brock grabs for his pistol, but is hit flat in the face by a
      huge claw. He falls unconscious into the snow and in a
      moment the terrified screams of the Rapidash are cut short by
      the horrible snap of a neck being broken.
         The Primeape grabs Brock by one ankle and drags
      him away across the frozen plain.

EXTERIOR: HOTH -- REBEL BASE ENTRANCE -- DAY

         A stalwart figure rides his Rapidash up to the entrance
      of an enormous ice cave.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR DECK

         Rebel troopers rush about unloading supplies and otherwise
      securing their new base. The rider, Ash Solo, swings off his
      bird and pulls off his goggles.
         He walks into the main hangar deck toward the Millennium
      Pidgeot, which is parked among several fighters. Mechanics, and
      various Poke` droids hurry about. Ash stops at the Millennium
      Pidgeot where his Raichee copilot, Chupika, is welding on a central
      lifter. Chuie stops her work and lifts her face shield, growling
      an irritated greeting to her boss.

ASH: Chuie!

CHUPIKA(irritated):  Pika!

ASH: All right, don't lose your temper. I'll come right back and give
you a hand.

         Chupika puts her mask back on and returns to her welding
      as Ash leaves.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

         A makeshift command center has been set up in a blasted area
      of thick ice. The low-ceilinged room is a beehive of activity.
      Controllers, troops, and droids move about setting up
      electronic equipment and monitoring radar signals.
         General Anthony straightens up from a console at Ash's
      approach.  His Hitmonchan looks at Ash.

ANTHONY: Solo?

ASH: No sign of life out there, General. The sensors are in place.
You'll know if anything comes around.

ANTHONY: Commander Stonewalker reported in yet?

ASH: No. He's checking out a meteorite that hit near him.

ANTHONY: (indicates radar screen) With all the meteor activity in this
system, it's going to be difficult to spot approaching ships.

         Taking a deep breath, Ash blurts out what is on his mind.

ASH: General, I've got to leave. I can't stay anymore.

         Princess Misty, standing at a console nearby, is dressed in a
      short white combat jacket and pants. Her hair is braided across
      her head in a Nordic fashion. She overhears their
      conversation and seems somewhat distressed.

ANTHONY: I'm sorry to hear that.

ASH: Well, there's a price on my head. If I don't pay off Snorlax the
Hutt, I'm Poke-chow.

ANTHONY: A death mark's not an easy thing to live with. You're a good
fighter, Solo. I hate to lose you.

HITMONCHAN: Mon, chan...

ASH: Thank you, General.

         He turns to Misty as Anthony and Hitmonchan move away.

ASH: (with feeling) Well, Your Highness, I guess this is it.

MISTY: That's right.

         Misty is angry. Ash sees she has no warmth to offer him. He
      shakes his head and adopts a sarcastic tone.

ASH: (cooly) Well, don't get all mushy on me. So long, Princess.

         Ash walks away into the quiet corridor adjoining the
      command center. Misty stews a moment, then hurries after him.

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

MISTY: Ash!

         Ash stops in the corridor and turns to face Misty.

ASH: Yes, Your Highnessness?

MISTY: I thought you decided to stay.

ASH: Well, the bounty hunter we ran into on Ord Mantell changed my
mind.

MISTY: Ash, we need you!

ASH: We?

MISTY: Yes.

ASH: Oh, what about you need?

MISTY: (mystified) I need? I don't know what you're talking about.

ASH: (shakes his head, fed up) You probably don't.

MISTY: And what precisely am I supposed to know?

ASH: Come on! You want me to stay because of the way you feel about
me.

MISTY: Yes. You're a great help to us. You're a natural leader...

ASH: No! That's not it. Come on. Aahhh -- uh huh! Come on.

         Misty stares at him, understanding, then laughs.

MISTY: You're imagining things.

ASH: Am I? Then why are you following me? Afraid I was going to leave
without giving you a goodbye kiss?

MISTY: I'd just as soon kiss a Charizard.

ASH: I can arrange that!

         Angrily, Ash strides down the corridor as Misty stares after
      him.

ASH(shouting): You could use a good kiss!

INTERIOR: HOTH -- REBEL BASE -- ANOTHER ICE CORRIDOR

         A familiar stream of beeps and whistles herald the approach
      of Vultoo-Detoo and Togepio, who appear around a corner
      and move along an ice wall toward the main hangar.

TOGEPIO: Don't try to blame me. I didn't ask you to spread Embers around
the room. I merely commented that it was freezing in the princess's
chamber. But it's made of ice, it's supposed to be freezing. How are we
going to dry out all her clothes? I really don't know.

VULTOO: Vulpix!

TOGEPIO: Oh, switch off.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR DECK

         The two robots stop at Ash Solo's space freighter. Ash and
      Chuie are struggling with their central lifters.

ASH: (to Chuie) Why do you take this apart now? I'm trying to get us
out of here and you pull both of these.

CHUPIKA: Pikachu!

TOGEPIO: Excuse me, sir.

ASH: (to Chuie) Put them back together right now.

TOGEPIO: Might I have a word with you, please?

ASH: What do you want?

TOGEPIO: Well, it's Princess Misty, sir. She's been trying to get you
on the communicator.

ASH: I turned it off. I don't want to talk to her.

TOGEPIO: Oh. Well, Princess Misty is wondering about Master Brock. He
hasn't come back yet. She doesn't know where he is.

ASH: I don't know where he is.

TOGEPIO: Nobody knows where he is.

ASH: What do you mean, "nobody knows"?

         Ash glances at the fading light at the entrance of the ice
      cave as night slowly begins to fall on the planet.

TOGEPIO: Well, uh, you see...

         Ash jumps down off the lift, as Togepio follows him.

ASH: Deck Officer. Deck Officer!

TOGEPIO: Excuse me, sir. Might I inqu-...

         Ash abruptly puts his hand over Togepio's mouth as the
      deck officer approaches.

SAMURAI: What do you wish, Commander Solo?

ASH: Do you know where Commander Stonewalker is?

SAMURAI: I have not seen him. It is possible he came in through the
southern entrance.

ASH: It's possible? Why don't you go find out? It's getting dark out
there.

SAMURAI: With all haste, sir.

         Samurai leaves hurriedly, as Ash takes his hand
      off Togepio's mouth.

TOGEPIO: Excuse me, sir. Might I inquire what's going on?

ASH: Why not?

TOGEPIO: Impossible man. Come along, Vultoo, lets find Princess Misty.
Between ourselves, I think Master Brock is in considerable danger.

INTERIOR: HOTH -- REBEL BASE -- MAIN ICE TUNNEL

         Samurai and his assistant hurry toward Ash as he
      enters the tunnel.

SAMURAI: Sir, Commander Stonewalker has not come in through the
south entrance. He may have neglected to check in.

ASH: Not likely. Are the speeders ready?

SAMURAI: Not yet. We are having some trouble adapting them to the
bitter cold of the climate.

ASH: Then we'll have to go out on Rapidashes.

SAMURAI: But Commander Solo, the temperature is dropping much too
rapidly.

ASH: That's right. And my friend's out in it.

BUG CATCHER: I'll cover sector twelve. Have com-control set
screen alpha.

         Ash pushes through the troops and mounts a Rapidash.

SAMURAI: Your Rapidash will freeze before you are able to reach the
first marker.

ASH: Then I'll see you in hell!

         Ash maneuvers his mount out of the cave and races into the
      dark bitter night.

EXTERIOR: HOTH -- ICE GORGE -- DUSK

         The jagged face of a huge ice wall sits gloomily in the dim
      twilight of a Hoth day. Brock hangs upside down, ankles frozen
      into icy stalactites, his extended arms within a foot of the
      snow floor. He opens his eyes as a chilling moan of the
      Primeape echoes off the gorge walls. Brock pulls
      himself up, grabs hold of his ankles, and futilely tries to
      unfasten the throngs.
         Exhausted, he drops back into his hanging position. As he
      hangs there, he spies his lightsaber lying near a pile of his
      discarded gear, about three feet out of reach.
         He focuses on the saber and, as his hand strains toward the
      weapon, he squeezes his eyes tight in concentration.
         Just as the Primeape looms over Brock, the lightsaber
      jumps into Brock's hand.
         The young warrior instantly ignites his sword, swinging up,
      and cuts himself loose from the ice. He flops to the snow in a
      heap. The startled creature moves back, his giant yellow eyes
      blinking. Brock scrambles to his feet and throws out a PokeBall.

BROCK: Onix!

      The giant rock snake wraps itself around the Primeape, squeezing it.
      The Primeape passes out, and Brock captures it into a PokeBall.

EXTERIOR: HOTH -- ENTRANCE TO ICE GORGE -- DUSK

         Brock staggers out of the gorge into the dark and snowy
      twilight. Weak and exhausted, he stumbles down a snow bank.

EXTERIOR: HOTH -- SNOW PLAIN -- DUSK

         A small, lone figure riding a Rapidash races through the
      hostile vastness of snow and cold. As it runs, the Rapidash's
      legs kick up large clouds of snow and ice into the snowy air.

EXTERIOR: HOTH -- OUTSIDE ICE HANGAR -- DUSK

         Vultoo stands in the falling snow, beeping worriedly.
      Togepio moves stiffly over to him.

TOGEPIO: You must come along now, Vultoo. There's really nothing more
we can do. And my joints are freezing up.

VULTOO: Vuuull...

TOGEPIO: Don't say thing like that! Of course we'll see Master Brock
again. He'll be quite all right, you'll see. (to himself) Stupid
little short-circuit. He'll be quite all right.

         Togepio turns to go back inside the main hangar as Vultoo
      mournfully keeps his vigil.

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

         The wind is blowing quite strong now. Brock struggles to
      stay upright, but a blast of freezing snow knocks him over. He
      struggles to get up, but he can't. The young warrior from
      Pewterine drags himself a couple of feet and then collapses.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK -- ENTRANCE -- NIGHT

         Princess Misty stands inside the dark entrance to the Rebel
      base, waiting for a sign of the two Rebel heroes. She shivers
      in the cold wind as, nearby, Chuie sits with her head in her
      hands. In the background, Vultoo and Togepio move through the
      doors.
         A Rebel lieutenant moves to Major Derlin, an officer
      keeping watch with the princess.

JR. TRAINER(Male): Sir, all the patrols are in. There's still no contact
from Stonewalker or Solo.

TOGEPIO: Mistress Misty, Vultoo says he's been quite unable to pick up
any signals, although he does admit that his own range is far too
weak to abandon all hope.

         Misty nods an acknowledgment, but she is lost in thought.

DERLIN: Your Highness, there's nothing more we can do tonight. The
shield doors must be closed.

         He turns to the lieutenant.

DERLIN: Close the doors.

LIEUTENANT: Yes, sir.

         The lieutenant walks away. Chuie lets out a long, mournful
      howl. At the same moment, Vultoo begins a complex series of
      efficient beeps.

TOGEPIO: Vultoo says the chances of survival are seven hundred
seventy-five...to one.

MISTY(sadly): Never tell me the odds...

         Misty stands praying to herself as the huge metal doors slam
      across the entrance of the ice cave. The loud booms echo
      throughout the huge cavern. Chuie lets out another suffering
      howl.

TOGEPIO: Actually, Vultoo has been known to make mistakes...from time
to time. Oh, dear, oh, dear. Don't worry about Master Brock. I'm sure
he'll be all right. He's quite clever, you know...for a human being.

EXTERIOR: HOTH -- SNOW DRIFT -- DUSK

         Brock lies face down in the snow, nearly unconscious. Slowly
      he looks up and sees a Scyther.  Besides the Scyther stands Oak
      Kenobi, barely visible through the blowing snow. It is hard to tell
      if Kenobi and the Scyther are real or hallucinations.

OAK: Brock...Brock.

Brock: (weakly) Oak?

OAK: You will go to the Cinnibar system.

Brock: Cinnibar system?

OAK: There you will learn from Mew, the Master who instructed
me.

         The image of Oak fades, revealing a lone Rapidash rider
      approaching from the windswept horizon.

Brock: (groaning faintly) Oak...Oak.

         Brock drops into unconsciousness.
         Ash pulls up and leaps off his mount. He hurries to his
      snow-covered friend, cradling him in his arms. Ash's Rapidash
      lets out a low, pitiful bellow. But Ash's concern is with
      Brock, and he shakes him urgently.

ASH: Brock! Brock! Don't do this, Brock. Come on, give me a sign here.

         Brock doesn't respond. Ash begins frantically rubbing and
      slapping Brock's unconscious face. As he starts to lift the
      youth, Ash hears a rasping sound behind him. He turns, just in
      time to see his Rapidash stagger and then fall over into the
      snow.
         Ash carries Brock to the moaning bird. Then, with a final
      groan, the Rapidash expires.

ASH: Not much time.

         He pushes Brock's inert form against the belly of the dead
      beast.

Brock: (moaning) Oak...Oak...

ASH: Hang on, kid.

Brock: Cinnibar system...

         Ash ignites Brock's saber and cuts the beast from head to
      toe. He quickly tosses it's steaming innards into the snow,
      then lifts Brock's inert form and stuffs him inside the
      carcass.

ASH: Ugh...

Brock: Cinnibar...

ASH: This may be a little disgusting, kid...

Brock: (moaning) Mew...

ASH: ...but it will keep you warm...til I get the shelter built.
(struggling to get Brock in the carcass) Ooh...

         Ash looks down and sees a lone PokeBall lying in the snow.
      He picks it up and places it in Brock's hands.
         The wind has picked up considerably, making it difficult to
      move. Ash removes a pack from the dead creature's back, taking
      out a shelter container. He begins to set up what can only be
      a pitiful protection against a bitter Hoth night.

EXTERIOR: HOTH -- SNOWDRIFT -- DAWN

         Four snub-nosed armored snowspeeders race across the white
      landscape.

INTERIOR: SNOWSPEEDER COCKPIT

         There is only one pilot in the enclosed two-man
      craft. He concentrates on the scopes which ring his cockpit.
      He hears a low beep from one of his monitors.

ROCKER: (into transmitter) Ec'o Base...Oi've got something! Not much, but
it could be a life form.

EXTERIOR: HOTH -- SNOWDRIFT

         The small craft banks and makes a slow arc, then races off
      in a new direction.

INTERIOR: SNOWSPEEDER -- COCKPIT

         The pilot switches over to a new transmitter.

ROCKER: (into transmitter) This is Rouge Two. this is Rouge Two. Cap'n
Solo, do you copy? Commander Stonewalker, do you copy? This is Rouge
Two.

         There is a sharp crackle of static, then a faint voice.

ASH: (filtered over receiver) Good morning. Nice of you guys to
drop by.

ROCKER: (switching transmitters) Ec'o Base...this is Rouge Two. Oi found
'em. Repeat, Oi found 'em!

EXTERIOR: HOTH -- SNOWDRIFT -- DAY

         The small shelter Ash set up is covered with snow on the
      windward side. A makeshift antenna rests gingerly on top the
      snowdrift. Ash spots Zev's snowspeeder approaching in the
      distance, and begins waving his arms frantically at the tiny
      craft.

INTERIOR: REBEL BASE -- MEDICAL CENTER

         Chansey adjust a mass of electronic equipment. A switch is
     thrown and a sudden blinding flash obscures Brock in a bacta tank
     filled with a thick, gelatinous slime. He begins to thrash about,
     raving in delirium.

INTERIOR: REBEL BASE -- MEDICAL CENTER -- RECOVERY ROOM

         Brock sits up in a recovery-room bed, weak but smiling. His
      face shows terrible wounds from the Primeape's attack. Togepio
      and Vultoo enter the room.

TOGEPIO: Master Brock, sir, it's good to see you fully functional
again.

         Vultoo beeps his good wishes.

TOGEPIO: Vultoo expresses his relief, also.

         Ash and Chuie make their entrance. The Raichee growls a
      greeting.

ASH: How are you feeling, kid? You don't look so bad to me. In fact,
you look strong enough to pull the horns off a Tauros.

Brock: Thanks to you.

ASH: That's two you owe me, Brock.

         Ash turns as Misty enters the room. He looks at her with a
      big, devilish grin.

ASH: Well your Worship, looks like you managed to keep me around for a
little while longer.

MISTY: (haughtily) I had nothing to do with it. General Anthony thinks
it's dangerous for any ships to leave the system until we've activated
the energy shield.

ASH: That's a good story. I think you just can't bear to let a
gorgeous guy like me out of your sight.

MISTY: I don't know where you get you delusions, laser brain.

         Chuie is amused; she laughs in her manner. Ash, enjoying
      himself, regards Chuie good-humoredly.

ASH: Laugh it up, fuzz ball. But you didn't see us alone in the south
passage.

         Brock sparks to this; he looks at Misty.

ASH: She expressed her true feelings for me.

         Misty is flushed, eyes darting between Brock and Ash.

MISTY: My...! Why, you stuck up,...half-witted,...scruffy-looking...
Paras-herder!

ASH: Who's scruffy-looking? (to Brock) I must have hit her pretty close
to the mark to get her all riled up like that, huh, kid?

         Misty looks vulnerable for a moment, then the mask falls
      again, and she focuses on Brock.

MISTY: Why, I guess you don't know everything about women yet?

         With that she leans over and kisses Brock on the lips. Then
      she turns on her heel and walks out, leaving everyone in the
      room slightly dumbstruck. With some smugness, Brock puts his
      hands behind his head and grins.
         Suddenly, in the distance, the muffled sound of an alarm is
      heard.

ANNOUNCER: (over loudspeaker) Headquarters personnel, report to command
center.

         The voice repeats the order and Ash, Chuie, Vultoo, and
      Togepio hurry out of the room, bidding farewell to Brock.

ASH: Take it easy.

TOGEPIO: Excuse us, please.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

         Anthony looks up grimly from a console screen. He calls
      over to Misty and Ash.

ANTHONY: Princess...we have a visitor.

         The group hurries over to Anthony.

ANTHONY: We've picked up something outside the base in zone twelve,
moving east.

SENIOR CONTROLLER: It's metal.

MISTY: Then it couldn't be one of those creatures that attacked Brock.

ASH: It could be a speeder, one of ours.

SENIOR CONTROLLER: No. Wait -- there's something very weak coming
through.

         Togepio steps up to the control panel and listens intently
      to the strange signal.

TOGEPIO: Sir, I am fluent in six million forms of communication. This
signal is not used by the Alliance. It could be a Rocket code.

         The transmission ends in static.

ASH: It isn't friendly, whatever it is. Come on, Chuie, let's check
it out.

ANTHONY: Send Rouges Ten and Eleven to station three-eight.

EXTERIOR: HOTH -- SNOW PLAIN -- DAY

         A Magneton moves past the smoldering ruins of
      station three-eight and down a ridge toward the Rebel base. It
      raises a large antenna from the top of its head and begins to
      send out a piercing signal.
         The Magneton has spotted Chupika who, not thirty feet
      away, has popped her head over a snow bank. Instantly, the
      Magneton swings around, building up a charge of electricity. But
      before it can get a shot off, it is hit from behind by a Fire
      Blast, and explodes in a million pieces.
         Ash Solo pats Charizard on the back and peers
      intently at the smoldering remains of the Rocket probe.

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

         Misty and Anthony listen to Ash on the comlink.

ASH: (over comlink) Afraid there's not much left.

MISTY: (into comlink) What was it?

ASH: (over comlink) Droid of some kind. I didn't hit it that hard. It
must have used Self-Destruct.

MISTY: (into comlink) Team Rocket.

ASH: (over comlink) Then it's a good bet they know we're here.

ANTHONY: We'd better start the evacuation.

EXTERIOR: SPACE -- Rocket FLEET

         Rock Vader's Star Destroyer, larger and more awesome than
      the five Rocket Star Destroyers that surround it, sits in
      the vastness of space. The six huge ships are surrounded by a
      convoy of smaller spacecraft. BAT fighters dart to and fro.

INTERIOR: DARTH VADER'S STAR DESTROYER -- BRIDGE -- MAIN CONTROL DECK

         Controllers working the vast complex of electronic controls
      hear ominous approaching footsteps and look up from their
      controls. The squat, evil-looking Admiral Ozzel and the young,
      powerfully built General Veers, who have been conferring near
      the front, also feel the approaching presence and turn toward
      it. Rock Vader, Lord of the Sith, enters like a chill wind.
      As Vader moves across the wide bridge, Captain Piett hurries
      up to Ozzel.

PIETT: Admiral.

OZZEL: Yes, Captain

PIETT: I think we've got something, sir. The report is only a fragment
from a probe droid in the Hoth system, but it's the best lead we've
had.

OZZEL: (irritated) We have thousands of probe droids searching the
galaxy. I want proof, not leads!

PIETT: The visuals indicate life readings.

OZZEL: It could mean anything. If we followed every lead...

PIETT: But, sir, the Hoth system is supposed to be devoid of human
forms.

         Vader moves to a large screen showing an image of the Rebel
      snow base. Rebel speeders can be seen approaching the base in
      the distance.

VADER: You found something?

PIETT: Yes, my lord.

VADER: (studying the image on the console screen) That's it. The
Rebels are there.

OZZEL: My lord, there are so many uncharted settlements. It could be
smugglers, it could be...

VADER: That is the system. And I'm sure Stonewalker is with them. Set
your course for the Hoth system. General Veers, prepare you men.

INTERIOR: HOTH -- REBEL BASE -- TRANSPORT BAY

         A captain issues instructions to two of his men at the
      entrance to the main transport bay. Several Rebel transports
      behind them are being loaded by men carrying heavy boxes and
      moving quickly, but not in panic.

REBEL CAPTAIN: Groups seven and ten will stay behind to fly the
speeders. As soon as each transport is loaded, evacuation control will
give clearance for immediate launch.

REBEL FIGHTER: Right, sir.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR DECK

         Alarms sound. Troops, ground crews, and droids rush to
      their alert stations. Armored snowspeeders are lined up in
      attack formation near the main entrance.
         In the midst of all this activity, Ash does some frantic
      welding on the lifters of the Millennium Pidgeot.
         Ash finishes his work and hops down to the hangar floor. He
      pulls out his comlink, all the while eyeing problematic
      lifters.

ASH: (into comlink, to Chuie) Okay, that's it. Try it...Off! Turn it
off! Turn it off! Off!

         Smoke rises from a minor explosion on the lifter.
      Exasperated, Ash surveys the new damage.

INTERIOR: REBEL BASE -- MEDICAL CENTER

         Brock dresses in readiness for the evacuation as
      Nurse Joy stands by.

JOY: Sir, it will take quite awhile to evacuate the T-forty-
sevens.

Brock: Well, forget the heavy equipment. There's plenty of time to get
the smaller modules on the transports.

JOY: Take care, sir.

Brock: Thanks.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

         Pilots, gunners, and R2 units scurry about. Brock, pulling
      on his heavy-weather jacket, is headed toward a row of armored
      speeders. He stops at the rear of the Millennium Pidgeot, where
      Ash and Chuie are trying to repair the right lifter with even
      more haste than before.

Brock: Chuie, take care of yourself, okay?

         As Brock pats Chuie on the arm, Chuie puts his arms around
      Brock and gives him a tight hug. Ash is discussing the lifter
      with a repair droid when he sees Brock.

ASH: Hi, kid. (to droid) There's got to be a reason for it. Check it
at the other end. Wait a second. (to Brock) You all right?

Brock: Yeah.

ASH: Be careful.

Brock: You, too.

         Brock smiles, then waves at his friend and walks on. After a
      few steps, he stops and looks back. Ash glances up and the two
      exchange a silent communication, each wishing the other
      safety, happiness -- many things, all difficult to verbalize.

INTERIOR: REBEL BASE -- CONTROL ROOM.

         Alarms sound throughout the hidden Rebel base. In the
      control room, a controller urgently gestures for General
      Anthony to check a computer scan.

CONTROLLER: General, there's a fleet of Star Destroyers coming out of
hyperspace in sector four.

ANTHONY: Reroute all power to the energy shield. We've got to hold
them till all transports are away. Prepare for ground assault.

         Anthony exits hurriedly.

INTERIOR: VADER'S STAR DESTROYER -- VADER'S CHAMBER -- MEDITATION CUBICLE

         The dark cubicle is illuminated by a single shaft of light
      which falls on the brooding Dark Lord as he sits on a raised
      meditation cube. General Veers enters the room and approaches
      the silent, unmoving Vader. Although seemingly very sure of
      himself, Veers is still not bold enough to interrupt the
      meditating lord. The younger general stands quietly at
      attention until the evil presence speaks.

VADER: What is it, General?

VEERS: My lord, the fleet has moves out of light-speed. Com-Scan has
detected an energy field protecting an area around the sixth planet of
the Hoth system. The field is strong enough to deflect any
bombardment.

VADER: (angrily) The Rebels are alerted to our presence. Admiral Ozzel
came out of light-speed too close to the system.

VEERS: He felt surprise was wiser...

VADER: He is as clumsy as he is stupid. General, prepare your troops
for a surface attack.

VEERS: Yes, my lord.

         Veers turns smartly and leaves as Vader activates a large
      viewscreen showing the bridge of his mighty ship. Admiral
      Ozzel appears on the viewscreen, standing slightly in front of
      Captain Piett.

OZZEL: Lord Vader, the fleet has moved out of light-speed, and we're
preparing to...Aaagh!

VADER: You have failed me for the last time, Admiral. Captain Piett.

         Piett steps forward, as the admiral moves away, slightly
      confused, touching his throat as it begins to constrict
      painfully.

PIETT: Yes, my lord.

VADER: Make ready to land out troops beyond the energy shield and
deploy the fleet so that nothing gets off that system. You are in
command now, Admiral Piett.

PIETT: Thank you, Lord Vader.

         Piett's pleasure about his unexpected promotion is not an
      unmixed emotion. He glances warily at the struggling Admiral
      Ozzel who, with a final choke, stumbles and falls in a
      lifeless heap before him.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

         With a sense of urgency, Misty quickly briefs a group of
      pilots gathered in the center of the hangar.

MISTY: All troop carriers will assemble at the north entrance. The
heavy transport ships will leave as soon as they're loaded. Only two
fighter escorts per ship. The energy shield can only be opened for a
short time, so you'll have to stay very close to your transports.

HOBBIE: Two fighters against a Star Destroyer?

MISTY: The ion cannon will fire several shots to make sure that any
enemy ships will be out of your flight path. When you've gotten past
the energy shield, proceed directly to the rendezvous point.
Understood?

PILOTS: (in unison) Right. Okay.

MISTY: Good luck.

DERLIN: Okay. Everyone to your stations. Let's go!

         The pilots hurry away.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH -- DAY

         Rebel troops carry heavy bazooka-type weapons and position
      them along the snow trench. Men hurriedly respond to their
      officers' yelled orders and brace themselves against the
      rhythmic gusts of bitter-cold wind.
         Other troops help a Lapras, loaded with missles and laser
      cannons, get into position.  A targeting sight slides down
      from the Pokemon's helmet, and begins scanning the horizon.

EXTERIOR: HOTH -- ICE PLAIN -- POWER GENERATORS

         Near the base power generators, troops rush to set up their
      heavy battle equipment. Buzzing loudly, the generators send
      along, sparking fingers of energy into the bitter Hoth wind.

INTERIOR: REBEL BASE -- COMMAND CENTER

         The long line of Rebel controllers is tense, as are
      Princess Misty and General Anthony, who are trying very hard
      not to show any fear.

ANTHONY: Their primary target will be the power generators. Prepare to
open the shield.

EXTERIOR: ICE PLAIN

         The Rebel transport and two escort fighters begin their
      departure from the ice planet.

EXTERIOR: SPACE -- Rocket STAR DESTROYER

         A huge Rocket Star Destroyer rest against a sea of stars,
      far above the white surface of the planet Hoth.

INTERIOR: Rocket STAR DESTROYER -- BRIDGE

         An Rocket controller approaches his commander.

CONTROLLER: Sir, Rebel ships are coming into our sector.

CAPTAIN: Good. Our first catch of the day.

INTERIOR: REBEL BASE -- COMMAND CENTER

WOMAN CONTROLLER: Stand by, ion control....Fire!

EXTERIOR: REBEL BASE ICE CAVE -- ION CANNON

         The giant ball-shaped ion cannon rotates into position and
      blasts two red energy beams skyward.

EXTERIOR: SPACE -- HOTH -- REBEL TRANSPORT

         The Rebel transport and its escort race away from the white
      planet, closely followed by the two red energy beams.
         As the Rebel transport races toward the waiting Rocket
      Star Destroyer, it is overtaken by the two scarlet energy
      bolts. The Rocket Star Destroyer is hit in the conning tower
      by the powerful bolts, which set up fiery explosions on its
      metal hull.
         The big Star Destroyer veers, then spins wildly out of
      control. As the Rocket ship careers into deep space, the
      Rebel transport races away to safety.

INTERIOR: REBEL BASE -- MAIN HANGAR DECK

         Pilots, gunners, and troopers hurry to their stations and
      their vehicles.

ANNOUNCER: (over loudspeaker) The first transport is away.

        Everyone cheers at the announcement, which echoes through
      the hangar. Brock turns and walks on, heading toward his
      snowspeeder. His gunner, Dack, a fresh-faced, eager kid, is
      glad to see him. They climb in.

DACK: Feeling all right, sir?

Brock: Just like new, Dack. How about you?

DACK: Right now I feel I could take on the whole Team Rocket myself.

Brock: (quietly, strapping in) I know what you mean.

EXTERIOR: HOTH -- ICE PLAIN

         A thin horizon line cuts across the bleak landscape. Small
      dot-size objects begin to appear on the horizon, moving in the
      direction of the Rebel base.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

         A Rebel officer lifts a pair of electrobinoculars to his
      eyes. Through the lens he sees a very close view of a giant
      Rocket snow walker. He adjusts the view which then zooms
      back to reveal three more of the Venasaur-shaped battle machines.
      Small flashes of yellow fire billow from the guns of the
      lumbering snow walkers.
         The officer lowers his binoculars as the regular rhythmic
      pounding begins to make the ground vibrate. The pounding grows
      louder and is accompanied by a high-pitched, metallic
      rattling. The officer speaks into his comlink.

TRENCH OFFICER: Echo Station Three-T-Eight.

INTERIOR: REBEL BASE -- CORRIDOR

         Pilots and gunners race to their waiting snowspeeders. Ice
      and snow begin falling from the walls of the corridor, shaken
      by the pounding Rocket snow walkers as they draw ever nearer.

TRENCH OFFICER: (over comlink) We have spotted Rocket walkers!

CONTROLLER: Rocket walkers on the north ridge.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

         The Rebel troops aim their weapons at the horizon as
      explosions erupt all around them. They are nervous and their
      grip on their weapons tightens from the cold and from fear.
         Behind the troops a dozen snowspeeders race through the
      sky.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) Echo station Five-Seven. We're on our way.

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         The fleet of snowspeeders races above the ice field at full
      throttle. They accelerate away from the base and head toward
      the distant walkers.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) All right, boys, keep tight now.

DACK: Brock, I have no approach vector. I'm not set.

Brock: Steady, Dack. Attack pattern delta. Go now!

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         The cannons mounted on the walker head fire at the
      speeders. Other walkers loom in the background. Two speeders
      race away past two of the enormous walkers and bank to the
      right.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: All right, I'm coming in.

         He turns his speeder and heads directly at one of the
      walkers, flying toward its towering legs. The horizon twists
      as the speeder banks between the legs.

Brock: (into comlink) Hobbie, you still with me?

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         Two speeders race directly at the head of a walker, then
      split and fly past it.
         Three other walkers march onward, firing all cannons.

INTERIOR: ROCKET ARMORED WALKER -- COCKPIT

         Jessie, James, and Meowth are commanding one of the massive
      AT-VT walkers.

EXTERIOR: HOTH -- ICE PLAIN -- SNOWTRENCH

         Rebel troops fire on the approaching walkers, as the snow
      and ice explode all around them.

INTERIOR: ROCKET ARMORED WALKER -- COCKPIT

JESSIE: Those poor rebels!

JAMES: Now we'll show these fools what it means to mess with Team Rocket!

MEOWTH(hits a button on the control panel): Let's see 'em deal with dis!

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         Three mortar-like shots erupt from the walker, streaking towards
      the rebel troops.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH AREA

         Two the shells each hit in the midst of a group of soldiers and
      burst into a tangle of metal tentacles that wrap up the rebels.  A
      third hits a Snowspeeder, shutting down it's engines and sending it
      crashing into the snow.

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         A speeder banks through and away from the legs of a walker.
      Two other speeders pass the first speeder from the opposite
      direction. Other Rebel craft race just above the icy plain.
         A huge metal tentacle lashes out, striking a snowspeeder and
      sending it crashing in a ball of flames.

INTERIOR: ROCKET ARMORED WALKER -- COCKPIT

         General Veers and two walker pilots keep a careful eye on
      the racing Rebel snowspeeders as they maneuver their lumbering
      war machine forward.
         Brock's speeder banks in from the side of Veers's walker and
      heads straight for its viewport, blasting away. An explosion
      hits the walker window, but dissipates, doing no harm. The
      speeder roars up and over the impregnable war machine.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

         Brock looks back at the walker as it grows smaller in the
      distance.

Brock: That armor's too strong for blasters.

         On the horizon, another walker moves up past Brock's cockpit
      window, twisting out of sight as Brock banks and starts another
      run.

Brock: (into comlink) Rouge Group, use your harpoons and tow cables. Go
for the legs. It might be our only chance of stopping them. (to Dack)
All right, stand by, Dack.

         Dack is at the gunner's controls.

DACK: Brock, we've got a malfunction in fire control. I'll have to cut
in the auxiliary.

Brock: Just hang on. hang on, Dack. Get ready to fire that tow cable.

         Barely keeping his seat in the tumbling ship, Dack struggles
      to set up his harpoon gun.
         Brock swings his speeder around and heads toward an oncoming
      walker. Laser bolts and metal vines fill the air, creating a deadly
      obstacle course for the tiny craft.

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         Rouge Leader and another snowspeeder fly in tight formation
      toward the walker as explosions burst all around them.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

         After sustaining a heavy volley of fire, Brock turns around
      to see if Dack is all right.

Brock: Dack? Dack!

         Dack is lost. Blood streams down his forehead, which
      rests on his smoldering controls. Out the back window, a
      Rocket walker recedes in the distance.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH AREA

         A Rebel Lapras stands its ground, firing while explosions
      erupt around it.

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         Two walkers lumber toward the Rebel base as a speeder
      between them explodes in a ball of flames.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

         A series of blaster bolts stike on and around the Lapras.
      When the smoke clears, the Lapras is lying still on the ice.

INTERIOR: ROCKET ARMORED WALKER -- COCKPIT

         Through the cockpit window, Veers and his pilot can see the
      Rebel power generators in the distance.
         A hologram of Rock Vader appears on a control panel
      screen.

VEERS: Yes, Lord Vader. I've reached the main power generator. The
shield will be down in moments. You may start your landing.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) Rouge Three.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

SABRINA: (into comlink) Copy, Rouge Leader

Brock: (over comlink) Sabrina, I've lost my gunner. You'll have to make
this shot. I'll cover for you. Set your harpoon. Follow me on the next
pass.

SABRINA: (into comlink) Coming around, Rouge Leader.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) Steady, Rouge Two

EXTERIOR: HOTH -- BATTLEFIELD

         Sabrina's speeder races through the legs of one of the
      monstrous walkers.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

SABRINA: (to gunner) Activate harpoon.

         Abra, Sabrina's gunner, telekinetically activates the
      harpoon. The harpoon flashes out, and speeds toward the
      receding legs of the walker.

EXTERIOR: HOTH -- BATTLEFIELD

         The harpoon hurtles toward the walker, In an instant it is
      embedded in one of the walker's legs.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

SABRINA: (to gunner) Good shot, Abra.

ABRA(still asleep): Aaabraaa...

EXTERIOR: HOTH -- BATTLEFIELD

         The speeder Rouge Three races around one of the giant
      walker's feet, trailing the cable behind it. Continuing around
      the back foot, Rouge Three then circles the walker around the
      tail end.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

         Sabrina checks his controls and banks around the front of the
      walker.

SABRINA: One more pass.

ABRA: Abraa...

EXTERIOR: HOTH -- BATTLEFIELD

         The speeder sweeps left to right in front of the giant
      legs, towing the cable behind it.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

ABRA: ...

         Sabrina swings the speeder between the legs of the giant
      walker.

ABRA: ...

SABRINA: Detaching cable.

EXTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE

         The cable release on the back of the speeder snaps loose
      and the cable drops away.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

ABRA: Abraaa...

EXTERIOR: HOTH -- BATTLEFIELD

         The speeder zooms away into the distance. The tangled legs
      of the enormous war machine attempt a step, but as they do the
      giant Rocket walker begins to topple. It teeters for a
      moment, and then crashes onto the icy ground, sending snow and
      metal pieces flying.

EXTERIOR: HOTH -- ICE PLAIN -- SNOW TRENCH

         The troops in the trenches cheer at the sight of the
      crashing walker.
         An officer gives a signal to his men and Rebel troops
      charge the fallen war machine.

TRENCH OFFICER: Come on!

         The troops run toward the downed walker, followed by two
      Rebel speeders flying overhead. Just as they reach the walker,
      it explodes, the impact throwing some of the men onto the
      frozen ground.

INTERIOR: SABRINA'S SNOWSPEEDER, ROUGE THREE -- COCKPIT

         Sabrina smiles, banking her speeder away from the fallen
         walker.

SABRINA: (into comlink) Got him.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) I see it, Sabrina. Good work.

INTERIOR: REBEL BASE -- COMMAND CENTER

         Large chunks of ice tumble into the command center as Misty
      and General Anthony monitor computer screens.

ANTHONY: I don't think we can protect two transports at a time.

MISTY: It's risky, but we can't hold out much longer. We have no
choice.

ANTHONY: (into comlink) Launch patrols.

MISTY: (to an aide) Evacuate remaining ground staff.

INTERIOR: REBEL BASE -- MAIN HANGAR

         Muffled distant explosions create widening cracks in the
      ice roof of the hangar. Trying to ignore the noise and falling
      bits of snow, Ash works on one of the Pidgeot's lifters while
      Chuie works on one of the wings. Noticing Chuie attach a
      wrong part, Ash grows impatient.

ASH: No, no! No! This one goes there, that one goes there. right?

         In another area of the hangar, Togepio watches as Vultoo is
      raised up into Brock's Z-wing fighter.

TOGEPIO: Vultoo, you take good care of Master Brock now, understand?
And...do take care of yourself. Oh, dear, oh, dear.

EXTERIOR: HOTH -- BATTLEFIELD

         The fierce battle on the vast snow plains of Hoth rages on.
      The Rocket walkers continue their slow, steady assault on
      the Rebel base, firing lasers as they lumber ever onward. In
      the snow trench, Rebel troops and their Pokemon fire at the
      oncoming Rockets as explosions erupt around them. A gun tower
      is hit by a laser bolt and instantly explodes. Another blast
      destroys a ray gun.

INTERIOR: Rocket SNOW WALKER -- COCKPIT

         General Veers studies various readouts on his control
      panel.

VEERS: All troops will debark for ground assault. Prepare to target
the main generator.

EXTERIOR: HOTH -- BATTLEFIELD

         Brock's speeder and Rouge Two fly in formation, banking from
      right to left and flying above the erupting battlefield. Flak
      bursts all around them.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

         Brock, glancing over, sees Rouge Two on his left. His ship
      shudders as flak bursts nearby.

Brock: (into comlink) Rouge Two, are you all right?

INTERIOR: SNOWSPEEDER, ROUGE TWO -- COCKPIT

ROCKER: (into comlink) Yeah. I'm with ya, Rouge Leader.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) We'll set harpoon. I'll cover for you.

EXTERIOR: HOTH -- BATTLEFIELD

         The two speeders race across the horizon toward the giant
      walkers.

INTERIOR: SNOWSPEEDER, ROUGE TWO -- COCKPIT

ROCKER: (into comlink) Comin' around.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

Brock: (into comlink) Watch that cross fire, boys.

INTERIOR: ZEV'S SNOWSPEEDER, ROUGE TWO -- COCKPIT

ROCKER: (into comlink) Set for position three. (to gunner) Steady.

Brock: (over comlink) Stay tight and low.

EXTERIOR: SNOWSPEEDER, ROUGE TWO

         Brock's speeder moves in formation with Rouge Two, when
      suddenly Rouge Two is hit by a laser bolt. His ship bucks
      violently under the impact and the cockpit explodes in a ball
      of flame.
         Spewing smoke, the speeder hurtles toward a looming walker.
      Before they collide. Rouge Two explodes in a million flaming
      pieces.

INTERIOR: Brock'S SNOWSPEEDER, ROUGE LEADER -- COCKPIT

         Desperately, Brock works the controls of his flak-buffeted
      ship. Suddenly, the speeder is rocked by a huge explosion.
      Brock struggles with the controls with a look of terror on his
      face. The speeder fills with smoke, and electrical sparks jump
      about the cockpit.  Metal vines begin to close around the speeder.

Brock: (into comlink) Great, I've been hit!

INTERIOR: REBEL BASE -- COMMAND CENTER

         Apart from the distant thunder of laser blasts, the
      corridor is strangely quiet and empty. Running footsteps echo
      through the freezing hallway, then Ash appears. Cracks have
      appeared in some of the walls and some pipes have broken,
      sending hot steam billowing into the underground hallways. Ash
      hurries into the command center. It is a shambles, but some
      people are still at their posts. As he enters, a gigantic
      cave-in almost obliterates the room. He finds Misty and
      Togepio near one of the control boards.

ASH: You all right?

         Misty nods. She is surprised to see him.

MISTY: Why are you still here?

ASH: I heard the command center had been hit.

MISTY: You got your clearance to leave.

ASH: Don't worry. I'll leave. First I'm going to get you to your ship.

TOGEPIO: Your Highness, we must take this last transport. It's our
only hope.

MISTY: (to controller) Send all troops in sector twelve to the south
slope to protect the fighters.

         A blast rocks the command center, throwing Togepio
      backward into Ash's arms.

ANNOUNCER: (over loudspeaker) Rocket troops have entered the base.

ASH: Come on...that's it.

MISTY: (to head controller) Give the evacuation code signal. And get to
your transports!

         Misty looks exhausted. Ash grabs her and starts to lead her
      out.
         As Ash, Misty, and Togepio run out of the command center,
      the code signal can be heard echoing off the corridor walls.

HEAD CONTROLLER: K-one-zero...all troops disengage.

TOGEPIO: (to Ash and Misty) Oh! Wait for me!

EXTERIOR: BATTLEFIELD -- SNOW TRENCH

         Rebel troops retreat under the awesome Rocket onslaught.

OFFICER: Begin retreat!

SECOND OFFICER: Fall back!

         Troops flee from the battle, the ground exploding around
      them.

EXTERIOR: HOTH -- BATTLEFIELD

         Three of the giant walkers, firing lasers, advance toward
      the Rebel headquarters.

EXTERIOR: HOTH -- SNOW TRENCH

         Continuing their retreat, the Rebels see the walkers
      looming ever nearer.

INTERIOR: ROCKET ARMORED WALKER -- COCKPIT

JAMES: We've got them now!

JESSIE: We're finally going to get this done right!

EXTERIOR: HOTH -- BATTLEFIELD -- ICE PLAIN

         On the battlefield, Brock watches as a walker foot rises and
      moves over him. He looks up at the underbelly of the huge
      walker, passing overhead.
         Running beneath the monstrous machine, Brock fires his
      harpoon gun at the walker's underside. A thin cable follows
      the projectile from the gun. The magnetic head and cable
      attach firmly to the metal hull.
         Still running under the walker, Brock attaches the cable
      drum to his belt buckle. Soon he is pulled up the cable and
      hangs dangling underneath the walker.
         The walker's giant feet continue to pound onward across the
      frozen snow. Stray laser bolts whistle by Brock as he climbs up
      the cable to the walker's hull, reaching a small hatch.
      Ashging precariously, Brock cuts the solid metal hatch with his
      lightsaber.
         He takes a PokeBall from his belt and throws it
      inside the Rocket machine. Quickly, Brock starts down the
      cable and crashes onto the icy ground far below. He lies
      unconscious as a giant rear leg passes by -- and just misses
      him.

INTERIOR: ROCKET ARMORED WALKER -- COCKPIT

         The sound of much crashing is heard from the troop carrier in
      the rear.  Jessie and James turn around.

JESSIE: Do you...

JAMES: ...hear something?

VOICE(through door):  Prrr!  Prr-Primeape!

         With a heavy pounding, large fist-shaped dents appear in the
       door.  Jessie, James, and Mewoth scream as the door breaks apart.

EXTERIOR: HOTH -- ICE PLAIN -- BATTLEFIELD

         The giant walker stops in mid-step. The muffled sounds of a
      struggle come from within -- and then the walker's head bursts
      apart as Brock's Primeape tears it's way out. The machine sits
      dead in its tracks, smoking like a locomotive on stilts.  Three
      distant figures can be seen flying into the faraway mountains.

EXTERIOR: HOTH -- BATTLEFIELD

         Veers's walker continues to advance toward the Rebel base.
      The smoldering walker that Brock exploded stands smoking just
      to the right of Veers's path.

INTERIOR: Rocket SNOW WALKER - COCKPIT

         Inside his walker, General Veers prepares to fire on the
      Rebel power generators.

VEERS: Distance to power generators?

PILOT: One-seven, decimal two-eight.

         Veers reaches for the electrorangefinder and lines up the
      main generator.

VEERS: Target. Maximum fire power.

EXTERIOR: HOTH -- BATTLEFIELD

         The Rebel troops continue their desperate retreat, pushed
      back by the relentless Rocket assault.

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDORS

         With Togepio lagging behind, Ash and Misty race through the
      crumbling ice corridors. Suddenly, there is an explosion. Ash
      turns, grabs the princess, and pulls her to the wall as a
      tremendous cave-in blocks their path.
         He takes the comlink from his pocket.

ASH: (into comlink) Transport, this is Solo. Better take off -- I
can't get to you. I'll get the princess out on the Pidgeot.

         Ash and Misty turn and race down the corridor.

TOGEPIO: But...but...but...where are you going? Uh...come back!!

INTERIOR: HOTH -- REBEL BASE -- COMMAND CENTER

         Rocket troops have reached the base. As they push through
the blocked passageway, Rock Vader strides behind them.

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

         Ash and Misty run toward the entrance of the main hangar
      where the Millennium Pidgeot is docked. Togepio still lags
      behind.

TOGEPIO: Wait! Wait for me! Wait! Stop!

         The door to the hangar closes in his face.

TOGEPIO: (exasperated) How typical.

         Quickly, the door reopens as Ash reaches out and pulls the
      egg-shaped droid through.

ASH: Come on.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR

         Chuie paces under the shelter of the Millennium Pidgeot's
      landing gear. The giant Raichee pats the underbelly of her
      beloved ship and barks a few reassuring words. As she searches
      worriedly for her captain, something at last catches her eye.
         Chuie lets out a relieved shriek at seeing Ash and Misty
      running toward the ship. The Raichee runs out into the
      falling ice, lets out a howl, then runs up the ship's ramp.
      Ash and Misty run up the ramp after him, closely followed by
      Togepio.

ASH: Hurry up, egghead, or you're going to be a permanent resident!

TOGEPIO: Wait! Wait!

INTERIOR: HOTH -- REBEL BASE -- ICE CORRIDOR

         Rocket troops run through the base corridors. Vader
      surveys the place. A huge chunk falls, almost hitting him, but
      he calmly, purposefully, continues around it.

INTERIOR: REBEL BASE -- MAIN ASHGER -- MILLENNIUM FALCON

         A distant, huge, explosion rocks the hangar deck. Ice cakes
      come crashing down on the Millennium Pidgeot.

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- MAIN HOLD

         Ash, standing before a control panel, is busy flipping
      switches as Chuie watches a troublesome gauge. A worried Misty
      observes their efforts.

ASH: (to Chuie) How's this?

         The Raichee barks a negative reply.

MISTY: Would it helped if I got out and pushed?

ASH: It might.

         Togepio clanks into the hold.

TOGEPIO: Captain Solo, Captain Solo...sir, might I suggest that
you...

         Ash gives the robot a devastating Glare that would make an
      Arbok jealous.

TOGEPIO: It can wait.

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT

         They move to the cockpit where Ash flips some more
      switches. Misty watches him, impatient, disbelieving.

MISTY: The bucket of bolts is never going to get us past that blockade.

ASH: This baby's got a few surprises left in her, sweetheart.

         Ash and Misty look out the cockpit window and see a squad of
      stormtroopers rushing into the far side of the hangar.
         Quickly, Ash straps himself into the pilot's seat and Misty
      into the navigator's chair.

INTERIOR: HOTH -- REBEL BASE -- MAIN HANGAR

         Stormtroopers hurriedly set up a large bazookalike weapon.
      Behind them the giant hangar doors open slowly.

EXTERIOR: MAIN HANGAR -- MILLENNIUM FALCON

         A small plarform drops from the Pidgeot. Squirtle, standing on
      it, sprays torrents of water at the Rocket troops.
         The stormtroopers, preparing to fire their bazooka cannon,
      are hit by the Water Guns and are quickly frozen in the sub-zero
      temperatures of the cave.

INTERIOR: MAIN HANGAR -- MILLENNIUM FALCON -- COCKPIT

         Chuie rushes into the cockpit.

ASH: Come on! Come on! Switch over. Let's hope we don't have a
burnout.

         A laser hits the window near Chuie as she is settling into
      her chair. Letting out a loud whelp, Chuie quickly pulls back
      on the controls and the first stage of engine fire can be
      heard. Ash flashes a big grin at Misty.

ASH: See?

MISTY: Someday you're going to be wrong, and I hope I'm there to see it.

         Ash looks at Chuie.

ASH: Punch it!

         The roar of the Pidgeot's main engines blasts out everything
      as the ice-cave wall rushes by outside the cockpit window.

INTERIOR: REBEL BASE -- MAIN HANGAR

         More stormtroopers run into the hangar, closely followed by
      Vader. Hearing the loud roar of the Millennium Pidgeot's
      engines, Vader looks toward the main hangar doors just in time
      to see the Pidgeot lift up and disappear outside the cave.

EXTERIOR: HOTH -- ICE SLOPE -- DAY

         Brock and two other pilots look up as the Millennium Pidgeot
      races above them, flying very close to the ground.
         The three pilots turn then, and trudge onward toward their
      Z-wing fighters, each going to his own ship. Brock waves
      farewell, then heads toward his own fighter.
         Vultoo, seated on his cubbyhole, chirps an excited greeting
      as Brock climbs aboard the spacecraft.

Brock: Vultoo! Get her ready for takeoff.

         From his ship, Brock sees Sabrina in her own Z-wing, preparing
         for takeoff.

SABRINA: Good luck, Brock. See you at the rendezvous.

         Brock smiles and nods at Sabrina, then lowers himself into the
         cockpit of his Z-wing while Vultoo waits in the cubbyhole,
         beeping impatiently.

Brock: Don't worry, Vultoo. We're going, we're going.

         The canopy over the Z-wing lowers and snaps shut.

EXTERIOR: SPACE -- Brock'S Z-WING

         Brock's fighter, its wings closed, speeds away from the icy
      planet. Soon it disappears into the stars.

INTERIOR: Brock'S Z-WING -- COCKPIT

         Brock, looking thoughtful, suddenly makes a decision. He
      flips several switches. The stars shift as he takes his
      fighter into a steep turn. The Z-wing banks sharply and flies
      away in a new direction.
         The monitor screen on Brock's control panel prints out a
      question from the concerned Vultoo.

Brock: (into comlink) There's nothing wrong, Vultoo. I'm just setting a
new course.

VULTOO: Vul?

Brock: (into comlink) We're not going to regroup with the others.

         Vultoo begins a protest, whistling an unbelieving, "What?!"
         Brock reads Vultoo's exclamation on his control panel.

Brock: (into comlink) We're going to the Cinnibar system.

         Brock checks his readouts and makes a few adjustments. He
      rides along with only the soft hum of the instruments to break
      the silence. Finally, Vultoo chirps up.

Brock: (into comlink) Yes, Vultoo?

VULTOO: Vul, vulpix.

Brock: (into comlink, chuckling) That's all right. I'd like to keep it
on manual control for a while.

         The little droid lets out a defeated whimper. Brock smiles,
      and continues on his course.

EXTERIOR: SPACE -- MILLENNIUM FALCON

         The Millennium Pidgeot speeds away from Hoth, closely
      followed by one huge Star Destroyer and four tiny BAT
      fighters.
         As it is pursued, the Pidgeot races toward two very bright
      star-sized objects.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Inside the cockpit, Chuie lets out a loud howl. Ash checks
      as the ship is buffeted by exploding flak. He appears to be
      doing six things at once.

ASH: (harried) I saw them! I saw them!

MISTY: Saw what?

ASH: Star Destroyers, two of them, coming right at us.

         Togepio bumps and bangs his way into the cockpit.

TOGEPIO: Sir, sir! Might I suggest...

ASH: (to Misty) Shut him up or shut him down! (to Chuie) Check the
deflector shield!

         Chuie barks a reply as she readjusts an overhead switch.

ASH: Oh, great. Well, we can still outmaneuver them.

EXTERIOR: SPACE -- MILLENNIUM FALCON -- STAR DESTROYERS

         The Millennium Pidgeot races toward one of the huge oncoming
      Star Destroyers. Suddenly, the Pidgeot starts into a deep dive
      straight down, closely followed by four BAT fighters. The
      underside of the Star Destroyer continues on a collision
      course with two oncoming Star Destroyers. Slowly, it starts
      to veer to the left.

INTERIOR: STAR DESTROYER -- BRIDGE

         Out the front window, the two approaching Star Destroyers
      can be seen veering to the left.

Rocket OFFICER: Take evasive action!

         Alarms sound all over the huge ship. The two other Star
      Destroyers get closer, one of them moving over the bridge so
      close that it makes brushing contact with it.

EXTERIOR: SPACE -- MILLENNIUM FALCON -- BAT FIGHTERS

         The Millennium Pidgeot races away from the colliding Star
      Destroyers, still followed by four BAT fighters. Laser bolts
      spark the pitch-black skies.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Things have calmed down a bit, but the race isn't over yet.
      Chuie barks at Ash. Misty is still trying to recover from the
      steep dive. The ship is buffeted by laser blasts.

ASH: Prepare to make the jump to light-speed.

TOGEPIO: But, sir!

         The buffeting of lasers becomes louder and stronger.

MISTY: They're getting closer!

ASH: (with a gleam in his eye) Oh yeah? Watch this.

         Expectantly, they look out the cockpit window as stars do
      not go into hyperspace, but just sit there.
         Ash and Chuie look at each other and are thrown into an
      acute state of concern.

MISTY: Watch what?

         Ash tries again. Still nothing.

ASH: I think we're in trouble.

TOGEPIO: If I may say so, sir, I noticed earlier the hyperdrive
motivator has been damaged. It's impossible to go to light-speed!

ASH: We're in trouble!

         The explosions become heavier.

EXTERIOR: SPACE -- MILLENNIUM FALCON -- BAT FIGHTERS -- STAR DESTROYER

         The Pidgeot races into the starry vastness, followed by the
      four Rocket BAT fighters and an Rocket Star Destroyer.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Stars race by as flak bursts outside the Pidgeot's window.

INTERIOR: MILLENNIUM FALCON -- HOLD

         Ash works furiously at some control panels while giving
      various orders to Chuie.

ASH: Horizontal boosters...!

CHUPIKA: Pikachu.

ASH: Alluvial dampers...! Well that's not it.

CHUPIKA: Pika pika.

ASH: Bring me the hydrospanners!

         Chuie hurries over to the pit and places the tools on the
      edge.

ASH: I don't know how we're going to get out of this one.

         Suddenly, a loud thump hits the side of the Pidgeot,
      causing it to lurch radically. Chuie barks. The tools fall
      into the pit on top of Ash.

ASH: Oww! Chuie!

         More turbulence rocks the ship.

ASH: That was no laser blast! Something hit us.

MISTY: (over comlink) Ash, get up here!

ASH: Come on, Chuie!

         Ash climbs out of the hold like a shot. Both he and Chuie
      run out of the hold and toward the cockpit.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Out the front cockpit window, they see hundreds of
      asteroids racing by.

MISTY: Asteroids!

         Ash changes places with Misty who has been at the controls,
      and Chuie gets into his chair. Ash works his controls as a
      chunk of rock crosses in front of the ship.

ASH: Oh, no! Chuie, set two-seven-one.

MISTY: What are you doing? You're not actually going into an asteroid
field?

ASH: They'd be crazy to follow us, wouldn't they?

         Another asteroid thumps against the ship and Misty winces at
      the jolt.

MISTY: You don't have to do this to impress me.

TOGEPIO: Sir, the possibility of successfully navigating an asteroid
field is approximately three thousand, seven hundred and twenty to one.

ASH: Never tell me the odds!

EXTERIOR: ASTEROID BELT -- MILLENNIUM FALCON

         The Pidgeot turns into the asteroid storm and as the ship
      completes its turn, asteroids start coming straight at the
      cockpit windows.
         A large asteroid tumbles away from the Pidgeot's path at top
      speed. Several smaller asteroids crash into the big one,
      creating small explosions on its surface. Other asteroids of
      all sizes pass by in every direction, some colliding and
      exploding. The tiny Millennium Pidgeot veers around the big
      asteroid and races past it through the rain of rocks, followed
      by four BAT fighters, which bob and weave around the
      asteroids.
         One of the pursuing BAT fighters connects with an asteroid
      and explodes. The other fighters are pelted with a steady
      stream of smaller explosions.
         Two huge asteroids tumble toward the Millennium Pidgeot,
      which quickly banks around both of them. The three BAT
      fighters follow in hot pursuit until one of the fighters
      scrapes an asteroid and tumbles out of control into deep
      space.

EXTERIOR: SPACE -- STAR DESTROYER -- ASTEROID BELT

         The massive Star Destroyer blasts oncoming asteroids as it
      follows the Pidgeot. Smaller asteroids explode across its vast
      surface.

EXTERIOR: MILLENNIUM FALCON -- BAT FIGHTERS -- ASTEROID BELT

         The Pidgeot twists on its side as it races around an
      oncoming asteroid. Two BAT fighters follow in the distance,
      coming from either side.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Asteroids race by the cockpit window as Ash pilots his
      trusty craft through the dangerous field.
         Looking out the cockpit window, the Pidgeot crew sees a big
      asteroid drop past the window, narrowly missing their ship.
         Chuie barks in terror as a slightly smaller asteroid comes
      especially close -- to close -- and bounces off the Pidgeot
      with a loud crunch. Togepio pulls his head into his shell. He
      manages a short peek at the cockpit window. Princess Misty sits
      stone-faced, staring at the action. Ash gives her a quick
      look.

ASH: You said you wanted to be around when I made a mistake; well,
this could be it, sweetheart.

MISTY: I take it back. We're going to get pulverized if we stay out
here much longer.

         The group watches as more asteroids race by outside the
      window.

ASH: I'm not going to argue with that.

TOGEPIO: Pulverized?

ASH: I'm going in closer to one of the big ones.

MISTY: Closer?

TOGEPIO: Closer?!

CHUPIKA:  PIKA?!

EXTERIOR: MILLENNIUM FALCON -- ASTEROID BELT

         The Millennium Pidgeot dives toward the surface of one of
      the moon-sized asteroids. There is a continued display of
      explosions against the starry void as smaller asteroids
      collide with larger chunks of rock. The two remaining BAT
      fighters follow the Pidgeot to the large asteroid. The Pidgeot
      skims the surface of the giant asteroid as, all the while,
      small asteroids explode on the surface of the ship.
         The BAT fighters approach the Pidgeot, but a giant asteroid
      hurtles directly into their path. As the asteroid continues on
      its way, it leaves remains of the two exploded BAT fighters to
      tumble into deep space.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Rattled by the violent rocking of the starship, Togepio is
      nearly in hysterics.

TOGEPIO: Oh, this is suicide!

         Ash notices something on his main scope and nudges his
      faithful Raichee, pointing.

ASH: There. That looks pretty good.

MISTY: What looks pretty good?

ASH: Yeah. That'll do nicely.

TOGEPIO: (to Misty) Excuse me, ma'am, but where are we going?

         Out the cockpit window, they see that they are skimming the
      surface of the enormous asteroid and nearing a large crater.

EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID CRATER

         The Millennium Pidgeot dives into the huge crater and
      disappears.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

MISTY: I hope you know what you're doing.

ASH: Yeah, me too.

Misty, Togepio, and Chupika facefault.

INTERIOR: GIANT ASTEROID CRATER

         The Pidgeot races down into the crater. The walls are barely
      visible as the ship speed through the tunnellike opening. A
      small cave appears on one side of the crater, and the Pidgeot
      turns, slows, and scoots into it.

EXTERIOR: SPACE -- Brock'S Z-WING

         The tiny Z-wing speeds toward the cloud cover of Cinnibar.
      Vultoo, riding on the back of the fighter, turns his head back
      and forth with some anxiety.

INTERIOR: Brock'S Z-WING -- COCKPIT

         Brock watches Vultoo's words as they are translated and
      screened on the computer scope.

Brock: (into comlink) Yes, that's it. Cinnibar.

         Vultoo beeps a hopeful inquiry.

Brock: (into comlink) No, I'm not going to change my mind about this.
(getting a little nervous) I'm not picking up any cities or
technology. Massive life-form readings, though. There's something
alive down there...

         Vultoo beeps, this time a slightly worried question.

Brock: (into comlink) Yes, I'm sure it's perfectly safe for droids.

EXTERIOR: SPACE -- CINNIBAR -- Brock'S Z-WING

         The Z-wing continues its flight through the twilight above
      the cloud-covered planet.

INTERIOR: Brock'S Z-WING -- COCKPIT

         Brock sees the cloud race by as he takes his craft closer
      to the planet. He must operate his controls carefully since
      the cloud cover has completely obscured his vision. An alarm
      buzzes in the background, Vultoo beeps and whistles
      frantically.

Brock: (into comlink) I know, I know! All the scopes are dead. I can't
see a thing! Just hang on, I'm going to start the landing cycle...

         The blast of the retrorockets is deafening, drowning out
      Vultoo's electronic squeals. Suddenly, there is a cracking
      sound as if limbs were being broken off trees and then a
      tremendous jolt as the spacecraft stops. Brock pulls a switch
      and his canopy pops open.

EXTERIOR: CINNIBAR -- DUSK

         The mist-shrouded Z-wing fighter is almost invisible in the
      thick fog. Brock climbs out onto the long nose of the
      spacecraft as Vultoo pops out of his cubbyhole on the back. The
      young warrior surveys the fog, which is barely pierced by the
      ship's landing lights. About all he can make out are some
      giant, twisted trees nearby. Vultoo whistles anxiously.

Brock: No, Vultoo, you stay put. I'll have a look around.

         Vultoo lets out a short beep. As Brock moves along the nose,
      Vultoo loses his balance and disappears with a splash into the
      boggy lake.

Brock: Vultoo?

         Brock kneels and leans over the plane looking for Vultoo, but
      the water is still and reveals no sign of the little droid.

Brock: Vultoo! Where are you?

         A small periscope breaks the surface of the water and a
      gurgly beep is heard. The periscope starts to move to shore.
      Relieved, Brock starts running along the nose of the fighter to
      its tip.

Brock: Vultoo! You be more careful.

         The outline of the shore is now more than ten feet away.
      Brock jumps off the plane into the water, scrambles up to the
      shore, and turns to look for Vultoo. The periscope still
      steadily moves toward shore.

Brock: Vultoo -- that way!

         Suddenly, through the thick fog layer, a dark shape
      appears, moving toward the little droid. The dark, sinuous bog
      beast dives beneath the swampy water, making a loud clunk
      against Vultoo's metal hull. The droid disappears from sight,
      uttering a pathetic electronic scream.
         Holding his ignited lightsaber before him, Brock wades a few
      feet into the murky pool, looking for any sign of his little
      friend.

Brock: Vultoo!

         The black surface is still as death itself...until a few
      bubbles begin to appear. Then, phheewaat!! The runt-size robot
      is spit out of the water, makes a graceful arc, and comes
      crashing down into a patch of soft gray moss.

Brock: Oh, no! Are you all right? Come on. You're lucky you don't taste
very good. Anything broken?

         Brock helps Vultoo to his feet and begins wiping the mud and
      roots from his round metal body. Vultoo responds with feeble,
      soggy beeps.

Brock: If you're saying coming here was a bad idea, I'm beginning to
agree with you. Oh, Vultoo, what are we doing here? It's like...
something out of a dream, or, I don't know. Maybe I'm just going
crazy.

         As Brock glances around at the spooky swamp jungle that
      surrounds him, Vultoo spits out a stream of muddy water.

EXTERIOR: VADER'S STAR DESTROYER -- VADER'S CHAMBER

         Jessie, James, and Meowth hesitate in the entryway to Vader's
      private cubicle. After a moment, they step into the room and pause
      at the surprising sight before them.
         Rock Vader, his back turned, is silhouetted in the gloom
      on the far side of the chamber. A black, insectlike droid
      attends him. Among the various apparatuses surrounding them, a
      respirator tube now retracts from Vader's uncovered head. The
      head is bald with a mass of ugly scar tissue covering it. The
      black droid then lowers the mask and helmet onto Vader's head.
      When it is in place, the Dark Lord turns to face Team Rocket.

VADER: Yes?

JESSIE: Our ships have sighted the Millennium Pidgeot, lord. But...it
has entered an asteroid field and we cannot risk...

VADER: (interrupting) Asteroids do not concern me. I want that ship and
not excuses.

JESSIE: Yes, lord.

EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON

         The pirate starship rests in a dark, dripping asteroid
      cave. It is so dark that the cave's exact dimensions are
      impossible to determine.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Ash and Chuie busily shut down the engine and all
      electronic systems. Togepio and Misty watch worriedly.

ASH: I'm going to shut down everything but the emergency power
systems.

TOGEPIO: Sir, I'm almost afraid to ask, but...does that include
shutting me down, too?

CHUPIKA(nods): Chu.

Ash, however, thinks otherwise.

ASH: No, I need you to talk to the Pidgeot, find out what's wrong with
the hyperdrive.

         Suddenly, the ship lurches, causing all the loose items in
      the cockpit to go flying. Chuie howls.

TOGEPIO: Sir, it's quite possible this asteroid is not entirely
stable.

ASH: Not entirely stable? I'm glad you're here to tell us these
things.  Chuie, take the egghead in the back and plug him into the
hyperdrive.

TOGEPIO: Oh! Sometimes I just don't understand human behavior. After
all, I'm only trying to do my job in the most...

         The sliding door closes behind the indignant Togepio as
      Chuie and he move back to the hold. Suddenly, the ship
      lurches again, throwing Misty across the cabin into Ash's arms.
      Then, abruptly, the motion stops as suddenly as it started.
      With some surprise, Ash and Misty realize they are in each
      other's arms.

MISTY: Let go.

ASH: Sshh!

MISTY: Let go, please.

         Misty blushes, averting her eyes. She's not exactly fighting
      to get free. But, of course, Ash blows it...

ASH: Don't get excited.

         The anger rises in Misty.

MISTY(deadpan): Ash, being held by you isn't quite enough to get me
excited.

ASH: Sorry, sweetheart. We haven't got time for anything else.

         Ash grins quickly wickedly at Misty as he turns and exits
      through the door. Misty's confused emotions show clearly on her
      lovely face.

EXTERIOR: CINNIBAR -- BOG CLEARING -- DUSK

         The mist has dispersed a bit, but it is still a very
      gloomy-looking swamp.
         Brock pulls an equipment box from the shore to the clearing.
      He ignites a little fusion furnace and warms his hands before
      it. Taking a power cable, he plugs it into Vultoo's nose.

Brock: Ready for some power? Okay. Let's see now. Put that in there.
There you go.

         The droid whistles his appreciation. Brock then opens a
      container of processed food and sits before the thermal
      heater.

Brock: (sighs) Now all I have to do is find this Mew...if he even
exists.

         Nervously, he looks around at the foreboding jungle.

Brock: Still...there's something familiar about this place. I feel
like...I don't know...

STRANGE VOICE: Feel like what?

         Brock jumps out of his skin. Vultoo screeches in terror. The
      young warrior grabs for his lightsaber as he spins around,
      looking for the speaker. Mysteriously standing right in front
      of Brock is a strange, pinkish creature, not more than two feet
      tall. The catlike little thing is dressed in rags. It motions
      toward Brock's sword.

Brock: (looking at the creature) Like we're being watched!

CREATURE: Away with your weapon! I mean you no harm.

         After some hesitation, Brock puts away his weapon, although
      he really doesn't understand why. Vultoo watches with interest.

CREATURE: I am wondering, why are you here?

Brock: I'm looking for someone.

CREATURE: Looking? Found someone, you have, I would say, hmmm?

         The little creature laughs.

Brock: (Trying to keep from smiling) Right.

CREATURE: Help you I can. Yes, mmmm.

Brock: I don't think so. I'm looking for a great warrior.

CREATURE: Ahhh! A great warrior. (laughs and shakes his head) Wars not
make one great.

         Floating over the ground, the tiny stranger moves
      over to one of the cases of supplies. He begins to rummage
      around.
         Vultoo moves to the edge of the case -- standing almost eye
      level to the creature who is carelessly handling the supplies
      -- and squeaks his disapproval.
         Their tiny visitor picks up the container of food Brock was
      eating from and takes a bite.

Brock: Put that down. Hey! That's my dinner.

         The creature spits out the bite he has taken. He makes a
      face.

CREATURE: How you get so big, eating food of this kind?

         He flips the container in Brock's direction and reaches into
      one of Brock's supply cases.

Brock: Listen, friend, we didn't mean to land in that puddle, and if we
could get our ship out, we would, but we can't, so why don't you
just...

CREATURE: (teasing) Aww, cannot get your ship out?

         The creature spots something of interest in Brock's case.
      Brock loses patience and grabs the case away. The creature
      retains his prize -- a tiny power lamp -- and examines it with
      delight.

Brock: Hey, you could have broken this. Don't do that. Ohhh...you're
making a mess. Hey, give me that!

CREATURE: (retreating with the lamp) Mine! Or I will help you not.

         Clutching its treasure, the creature backs away from Brock,
      drawing closer to Vultoo. As Brock and the creature argue,
      Vultoo grabs onto on end of the lamp with his teeth.

Brock: I don't want your help. I want my lamp back. I'll need it to get
out of this slimy mudhole.

CREATURE: Mudhole? Slimy? My home this is.

         Vultoo grabs hold of the lamp and the two little figures are
      immediately engaged in a tug-of-war over it.

VULTOO(muffled): Pix!

CREATURE: Ah, ah, ah!

Brock: Oh, Vultoo, let him have it.

CREATURE: Mine! Mine!

Brock: Vultoo!

CREATURE: Mine!

         The creature lets go with one hand and slaps Vultoo lightly
      with its long tail. Vultoo reacts with a startled squeal, and
      lets go.

CREATURE: Mine!

Brock: (fed up) Now will you move along, little fella? We're got a lot
of work to do.

CREATURE: No! No, no! Stay and help you, I will. (laughs) Find your
friend, hmm?

Brock: I'm not looking for a friend, I'm looking for a Pokemon Master.

CREATURE: Oohhh. Master. Mew. You seek Mew.

Brock: You know him?

CREATURE: Mmm. Take you to him, I will. (laughs) Yes, yes. But now, we
must eat. Come. Good food. Come.

         With that, the creature levitates and floats out of the
         clearing, laughing merrily. Brock stares after him. All he
         sees is the faint light from the small power lamp moving
         through the fog. Brock makes his decision and starts after
         the creature.

CREATURE: (in the distance) Come, come.

         Vultoo, very upset, whistles a blue streak of protest.

Brock: Stay here and watch after the camp, Vultoo.

         Vultoo beeps even more frantically. But as Brock disappears
      from view, the worried little droid grows quieter, and utters
      a soft sigh.

INTERIOR: MILLENNIUM FALCON -- MAIN HOLD AREA

         Togepio whistles and beeps a strange dialect into the
      control panel in front of him. The control panel whistles back
      a few mystifying beeps.

TOGEPIO: Oh, where is Vultoo when I need him?

         Ash enters the hold area and kneels on the floor near the
      control box.

TOGEPIO: Sir, I don't know where your ship learned to communicate,
but it has the most peculiar dialect. I believe, sir, it says that the
power coupling on the negative axis has been polarized. I'm afraid
you'll have to replace it.

ASH: Well, of course I'll have to replace it.

         He hands a wire coil up to Chuie who is working near the
      ceiling.

ASH: Here! And Chuie...

         Chuie brings his head back through the trap door in the
      ceiling and whines. Ash glances back at Togepio, then speaks
      quietly to Chuie so only she can hear.

ASH: (continued)...I think we'd better replace the negative power
coupling.

         Misty finishes welding the valves she has been working on
      and attempts to reengage the system by pulling a lever
      attached to the valve. It doesn't budge. Ash notices her
      struggle, and moves to help her. She rebuffs him.

ASH: Hey, Your Worship, I'm only trying to help.

MISTY: (still struggling) Would you please stop calling me that?

         Ash hears a new tone in her voice. He watches her pull on
      the lever.

ASH: Sure, Misty.

MISTY: Oh, you make it so difficult sometimes.

ASH: I do, I really do. You could be a little nicer, though. (he
watches her reaction) Come on, admit it. Sometimes you think I'm all
right.

         She lets go of the lever and rubs her sore hand.

MISTY: Occasionally (a little smile, haltingly) maybe...when you aren't
acting like a scoundrel.

ASH: (laughs) Scoundrel? Scoundrel? I like the sound of that.

         With that, Ash takes her hand and starts to massage it.

MISTY: Stop that.

ASH: Stop what?

MISTY(ultra-blushes): Stop that! My hands are dirty.

ASH: My hands are dirty, too. What are you afraid of?

MISTY: (looking right into his eyes) Afraid?

         Ash looks at her with a piercing look. He reaches out
      slowly and takes Misty's hand again from where it is resting
      on a console. He draws it toward him.

ASH: What's wrong?

MISTY: N-nothing!  Nothing, really!

         Then with an irresistible combination of physical strength
      and emotional power, the space pirate begins to draw Misty
      toward him...very slowly.

ASH: You like me because I'm a scoundrel. There aren't enough
scoundrels in your life.

         Misty is now very close to Ash and as she speaks, her voice
      becomes an excited whisper, a tone completely in opposition to
      her words.

MISTY: I happen to like nice men.

ASH: I'm a nice man.

MISTY: No, you're not. You're...

         Ash moves, almost invouluntarily, closer to Misty.  Their
      eyes close as their lips come ever closer... almost touching...
      Suddenly, Togepio appears in the doorway, speaking excitedly.

TOGEPIO: Sir, sir! I've isolated the reverse power flux coupling.

         Ash turns slowly, icily, from their embrace.  He looks like
      he's ready to kill Togepio.

ASH: Thank you. Thank you _very_ much.

TOGEPIO: Oh, you're perfectly welcome, sir.

         The moment spoiled, Ash marches out after Togepio.

EXTERIOR: SPACE -- ASTEROID FIELD

         The Rocket fleet moves through the asteroid-filled void,
      intently seeking its prey.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

         Asteroids collide, creating a fireworks display outside the
      bridge window. Rock Vader stands, staring out the window
      above the control deck. Then slowly turns toward the bridge.
      Before him are the hologram images of twenty battleship
      commanders. One of these images, the commander of a ship that
      has just exploded, is fading away quickly. Another image, in
      the center and a little apart from the others, is faded and
      continually disrupted by static. It is the image of Captain
      Needa, commander of the Star Destroyer most hotly on the tail
      of the Millennium Pidgeot. Admiral Piett and an aide stand
      behind the Dark Lord.

NEEDA: (in hologram)...and that, Lord Vader, was the last time they
appeared in any of our scopes. Considering the amount of damage we've
sustained, they must have been destroyed.

VADER: No, Captain, they're alive. I want every ship available to
sweep the asteroid field until they are found.

         The Rocket star captains fade out one by one as Vader
      turns to Admiral Piett.

PIETT: Lord Vader.

VADER: Yes, Admiral, what is it?

         The admiral is scared, his face white as a sheet.

PIETT: The Emperor commands you make contact with him.

VADER: Move the ship out of the asteroid field so that we can send a
clear transmission.

PIETT: Yes, my lord.

EXTERIOR: ASTEROID FIELD -- VADER'S STAR DESTROYER

         Vader's Rocket Star Destroyer moves against the vast sea
      of stars away from the rest of the fleet.

INTERIOR: VADER'S STAR DESTROYER -- VADER'S CHAMBER

         The Dark Lord, Rock Vader, is alone in his chamber. A
      strange sound enters the room and a light begins to play
      across Vader's black figure. He looks up and bows quickly.
         A twelve-foot hologram of the Galactic Emperor materializes
      before Vader. The Emperor's dark robes and monk's hood are
      reminiscent of the cloak worn by Oak Kenobi, and conceal his body.
      But from what can be seen, the Emperor is most likely not human.

VADER: What is thy bidding, my master?

EMPEROR: There is a great disturbance in the Force.

VADER: I have felt it.

EMPEROR: We have a new enemy -- Brock Stonewalker.

VADER: Yes, my master.

EMPEROR: He could destroy us.

VADER: He's just a boy. Oaki-Wan can no longer help him.

EMPEROR: The Force is strong with him. The son of Stonewalker must not
become a Gym Leader.

VADER: If he could be turned, he would become a powerful ally.

EMPEROR: Yes. Yes. He would be a great asset. Can it be done?

VADER: He will join us or die, my master.

         Vader kneels. The supreme Emperor passes a hand over the
      crouched Lord of the Sith and fades away.

EXTERIOR: CINNIBAR -- CREATURE'S HOUSE -- NIGHT

         A heavy downpour of rain pounds through the gnarled trees.
      A strange baroque mud house sits on a moss-covered knoll on
      the edge of a small lagoon. The small, gnomish structure
      radiates a warm glow from its thick glass windows. As rain
      tap-dances a merry tune on Vultoo's head, the stubby little
      droid rises up on his hind legs to peek into one of the glowing
      portals.

INTERIOR: CREATURE'S HOUSE

         Vultoo, peeking in the window, sees the inside of the house
      -- a very plain, but cozy dwelling. Everything is in the same
      small scale as the creature. The only thing out of place in
      the miniature room is Brock, whose height makes the four-foot
      ceiling seem even lower. He sits cross-legged on the floor of
      the living room.
         The creature is in an adjoining area -- his little kitchen
      -- cooking up an incredible meal. The stove is a steaming
      hodgepodge of pots and pans. The tiny little host scurries
      about chopping this, shredding that, and showering everything
      with exotic herbs and spices. He rushes back and forth putting
      platters on the table in front of Brock, who watches the
      creature impatiently.

Brock: Look, I'm sure it's delicious. I just don't understand why we
can't see Mew now.

CREATURE: Patience! For the Jedi it is time to eat as well. Eat, eat.
Hot. Good food, hm? Good, hmm?

         Moving with some difficulty in the cramped quarters, Brock
      sits down near the fire and serves himself from the pot.
      Tasting the unfamiliar concoction, he is pleasantly surprised.

Brock: How far away is Mew? Will it take us long to get there?

CREATURE: Not far. Mew not far. Patience. Soon you will be with him.
(tasting food from the pot) Oddishleaf, I cook. Why wish you become
Gym Leader? Hm?

Brock: Mostly because of my father, I guess.

CREATURE: Ah, your father. Powerful was he, powerful, mmm.

Brock: (a little angry) Oh, come on. How could you know my father? You
don't even know who I am. (fed up) Oh, I don't even know what I'm
doing here. We're wasting our time.

         The creature turns away from Brock and speaks to a third
      party.

CREATURE: (irritated) I cannot teach him. The boy has no patience.

         Brock's head spins in the direction the creature faces. But
      there is no one there. The boy is bewildered, but it gradually
      dawns on him that the little creature is Mew, the Pokemon
      Master.  One of the PokeBalls on his belt drops off and opens.
      Oak's Scyther emerges in a flash of light and faces Mew.

OAK'S VOICE: He will learn patience.

MEW: Hmmm. Much anger in him, like his father.

OAK'S VOICE: Was I any different when you taught me?

MEW: Hah. He is not ready.

Brock: Mew! I am ready. I...Oak! I can be a Gym Leader. Oak, tell him
I'm ready.

         Trying to see Oak, Brock starts to get up but hits his head
      on the low ceiling.

MEW: Ready, are you? What know you of ready? For eight hundred years
have I trained Gym Leaders. My own counsel will I keep on who is to be
trained! A Leader must have the deepest commitment, the most serious
mind. (to the Scyther, indicating Brock) This one a long time
have I watched. Never his mind on where he was. Hmm? What he was
doing. Hmph. Adventure. Heh! Excitement. Heh! A Gym Leader craves not
these things. (turning to Brock) You are reckless!

         Brock looks down. He knows it is true.

OAK'S VOICE: So was I, if you'll remember.

MEW: He is too old. Yes, too old to begin the training.

         Brock thinks he detects a subtle softening in Mew's voice.

Brock: But I've learned so much.

         Mew turns his piercing gaze on Brock, as though the Pokemon
      Master's huge eyes could somehow determine how much the boy
      had learned. After a long moment, the little Jedi turns toward
      where he alone sees Oak.

MEW: (sighs) Will he finished what he begins?

Brock: I won't fail you -- I'm not afraid.

MEW: (turns slowly toward him) Oh, you will be. You will be.

EXTERIOR: SPACE -- STAR DESTROYERS -- ASTEROID FIELD

         The Rocket fleet around Vader's ship is surrounded by the
      asteroid storm. Asteroids big and small pelt the vast
      exteriors of the menacing ships. One of the smaller Rocket
      vessels is hit by a huge asteroid and explodes in a brilliant
      flash of light.

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT

         The cockpit is quiet and lit only by the indicator lights
      on the control panel. Princess Misty sits in the pilot's seat.
      She runs her hand across the control panel as she thinks of
      Ash and the confusion he has created within her. Suddenly,
      something outside the cockpit window catches her eye. The
      reflection of the panel lights obscures her vision until a
      large mouth attaches itself to the windscreen. Misty
      moves closer to see what it might be. Large, yellow eyes flash
      open and stare back at her. Startled, she jumps back into her
      seat, her heart pounding. There is a scurry of feet and a loud
      screech, and in an instant the eyes are gone. The young
      princess catches her breath, jumps out of her chair, and races
      from the cockpit.

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- HOLD AREA

         The lights go bright for a second then out again. Togepio
      and Chupika watch as Ash finishes with some wires.

TOGEPIO: Sir, if I may venture an opinion...

ASH: I'm not really interested in your opinion, Togepio.

         Misty rushes into the cabin just as Ash drops the final
      floor panel into place.

MISTY: (out of breath) There's something out there.

ASH: Where?

MISTY: Outside, in the cave.

         As she speaks, there comes a sharp banging on the hull.
      Chuie looks up and barks anxiously.

TOGEPIO: There it is. Listen! Listen!

ASH: I'm going out there.

MISTY: Are you crazy?!

ASH: I just got this bucket back together. I'm not going to let
something tear it apart.

         He and Chuie grab their breath masks off a rack and hurry
      out. Misty follows.

MISTY: Then I'm going with you.

TOGEPIO: I think it might be better if I stay here and guard the
ship. (hears another mysterious noise) Oh, no.

EXTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON

         It is very dark inside the huge asteroid cave, too dark to
      see what is attacking the ship.
         Misty stamps her foot on the floor of the cave.

MISTY: This ground sure feels strange. It doesn't feel like rock at
all.

         Ash kneels and studies the ground, then attempts to study
      the outline of the cave.

ASH: There's an awful lot of moisture in here.

MISTY: I don't know. I have a bad feeling about this.

ASH: Yeah.

         Chuie barks through her face mask, and points toward the
      ship's cockpit. A bat-like shape can be seen moving
      across the top of the Pidgeot. The leathery creature lets out a
      screech as Ash blasts it with a laser bolt.

ASH: (to Misty) Watch out!

         The black shape tumbles off the spaceship and onto the
      ground in front of the princess. Ash bends down to investigate
      the dead creature.

ASH: Yeah, that's what I thought. Golbat. Chuie, check the rest of
the ship, make sure there aren't any more attached. They're chewing on
the power cables.

MISTY: Golbats?

ASH: Go on inside. We'll clean them off if there are any more.

         Just then, a swarm of the ugly creatures swoops through the
      air. Misty puts her arms over her head to protect herself as
      she runs toward the ship. Chuie shoos another Golbat away
      with his blaster. Several of the batlike creatures flap their
      wings loudly against the cockpit window of the Pidgeot. Inside,
      Togepio shudders at their presence.

TOGEPIO: Ohhh! Go away! Go away! Beastly thing. Shoo! Shoo!

         Ash looks around the strange, dripping cave.

ASH: Wait a minute...

         He unholsters his blaster and fires at the floor of the
      huge cave. The cavern begins to shake and the ground starts to
      buckle.
         Chuie barks and moves for the ship, followed closely by
      Misty and Ash. The large wings of the Golbats flap past them as
      they protect their faces and run up the platform.

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- ENTRY AREA

         As soon as Ash and Misty are on board, Chuie closes the
      main hatch. The ship continues to shake and heave.

ASH: All right, Chuie, let's get out of here!

         The Raichee heads for the cockpit as Ash, followed by
      Togepio, rushes to the hold area and checks the scopes on the
      control panel. Misty hurries after.

MISTY: The Empire is still out there. I don't think it's wise to...

         Ash rushes past her and heads for the cockpit.

ASH: (interrupting) No time to discuss this as a committee.

         And with that he is gone. The main engines of the Pidgeot
      begin to whine. Misty races after him, bouncing around in the
      shaking ship.

MISTY: (angry) I am not a committee!

INTERIOR: ASTEROID CAVE -- MILLENNIUM FALCON -- COCKPIT

         Ash is already in the pilot's seat pulling back on the
      throttle. The cave-quake has greatly diminished.

MISTY: You can't make the jump to light-speed in this asteroid field...

ASH: Sit down, sweetheart. We're taking off!

         As the ship begins to move forward, Chuie barks. He
      notices something out the window ahead. Togepio sees it too.

TOGEPIO: Look!

ASH: I see it, I see it.

         Suddenly, a row of jagged white stalagmites and stalactites
      can be seen surrounding the entrance. And as the Pidgeot moves
      forward, the entrance to the cave grows ever smaller. Ash
      pulls hard on the throttle, sending his ship surging forward.

TOGEPIO: We're doomed!

MISTY: The cave is collapsing.

ASH: This is no cave.

MISTY: What?

         Misty's mouth drops open . She sees that the rocks of the
      cave entrance are not rocks at all, but giant teeth, quickly
      closing around the tiny ship. Chuie howls.

INTERIOR: GIANT GYARADOS MOUTH

         The Millennium Pidgeot, zooming through the monster's mouth,
      rolls on its side and barely makes it between two of the
      gigantic white teeth before the huge jaws slams closed.

EXTERIOR: CAVE ENTRANCE -- GIANT ASTEROID

         The enormous Gyarados moves its head out of the cave as
      the Pidgeot flies out of its mouth. The monster tilts its head,
      watching the starship fly away.

EXTERIOR: MILLENNIUM FALCON -- GIANT ASTEROID

         The Pidgeot races out of the asteroid crater and into the
      deadly rain of the asteroid storm.

EXTERIOR: CINNIBAR -- DAY

         With Mew strapped to his back, Brock climbs up one of the
      many thick vines that grow in the swamp. Panting heavily, he
      continues his course -- climbing, flipping through the air,
      jumping over roots, and racing in and out of the heavy ground
      fog.

MEW: Run! Yes. A Leader's strength flows from the Force. But beware of
the dark side. Anger...fear...aggression. The dark side of the Force
are they. Easily they flow, quick to join you in a fight. If once you
start down the dark path, forever will it dominate your destiny,
consume you it will, as it did Oaki-Wan's apprentice.

Brock: Vader. Is the dark side stronger?

MEW: No...no...no. Quicker, easier, more seductive.

Brock: But how am I to know the good side from the bad?

MEW: You will know. When you are calm, at peace. Passive. A Gym Leader
uses the Force for knowledge and defense, never for attack.

Brock: But tell me why I can't...

MEW: (interrupting) No, no, there is no why. Nothing more will I
teach you today. Clear your mind of questions. Mmm. Mmmmmm.

         Vultoo beeps in the distance as Brock lets Mew down to the
      ground. Breathing heavily, he takes his shirt from a nearby
      tree branch and pulls it on.
         He turns to see a huge, dead, black tree, its base
      surrounded by a few feet of water. Giant, twisted roots form a
      dark and sinister cave on one side. Brock stares at the tree,
      trembling.

Brock: There's something not right here.

         Mew sits on a large root, poking his tail into the
      dirt.

Brock: I feel cold, death.

MEW: That place...is strong with the dark side of the Force. A domain
of evil it is. In you must go.

Brock: What's in there?

MEW: Only what you take with you.

         Brock looks warily between the tree and Mew. He starts to
      strap on his weapon belt.

MEW: Your weapons...you will not need them.

         Brock gives the tree a long look, than shakes his head "no."
      Mew shrugs. Brock reaches up to brush aside some hanging vines
      and enters the tree.

INTERIOR: CINNIBAR -- TREE CAVE

         Brock moves into the almost total darkness of the wet and
      slimy cave. The youth can barely make out the edge of the
      passage. Holding his lit saber before him, he sees a Paras
      crawling up the side of the cave and an Ekans wrapped around
      the branches of a tree. Brock draws a deep breath, then pushes
      deeper into the cave.
         The space widens around him, but he feels that rather than
      sees it. His sword casts the only light as he peers into the
      darkness. It is very quiet here.
         Then, a loud hiss! Rock Vader appears across the
      blackness, illuminated by his own just-ignited laser sword.
      Immediately, he charges Brock, saber held high. He is upon the
      youth in seconds, but Brock sidesteps perfectly and slashes at
      Vader with his sword.
         Vader is decapitated. His helmet-encased head flies from
      his shoulders as his body disappears into the darkness. The
      metallic banging of the helmet fills the cave as Vader's head
      spins and bounces, smashes on the floor, and finally stops.
      For an instant it rests on the floor, then it cracks
      vertically. The black helmet and breath mask fall away to
      reveal...Brock's head.
         Across the space, the standing Brock gasps at the sight,
      wide-eyed(or at least as wide as Brock can get) in terror.
         The decapitated head fades away, as in a vision.

EXTERIOR: CINNIBAR -- CAVE -- DUSK

         Meanwhile, Mew sits on the root, calmly floating in midair.

EXTERIOR: SPACE -- VADER'S STAR DESTROYER

         Vader's Rocket Star Destroyer moves through space,
      guarded by its convoy of BAT fighters.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE -- CONTROL DECK

         Vader stands in the back control area of his ship's bridge
      with a motley group of men and creatures. Admiral Piett and
      two controllers stand at the front of the bridge and watch the
      group with scorn.

PIETT: Bounty hunters. We don't need that scum.

FIRST CONTROLLER: Yes, sir.

PIETT: Those Rebels won't escape us.

         A second controller interrupts.

SECOND CONTROLLER: Sir, we have a priority signal from the Star
Destroyer Avenger.

PIETT: Right.

         The group standing before Vader is a bizarre array of
      galactic fortune hunters: There is Bossk, a slimy, tentacled
      monster with two huge, bloodshot eyes in a soft baggy face;
      Haunter and Gengar, two battle-scarred, mangy Ghost types;
      IG-88, a battered, tarnished chrome war droid; and A.J. Fett,
      a man in a weapon-covered armored space suit standing with a
      Sandshrew.

VADER: ...there will be a substantial reward for the one who finds
the Millennium Pidgeot. You are free to use any methods necessary, but
I want them alive. No disintegrations.

A.J. FETT: If you say so.

         At that moment, Admiral Piett approaches Vader in a rush of
      excitement.

PIETT: Lord Vader! My lord, we have them.

EXTERIOR: Rocket STAR DESTROYER, AVENGER -- ASTEROID BELT

         The Millennium Pidgeot speeds through deep space, closely
      followed by a firing Rocket Star Destroyer. A large asteroid
      about the same size as the Pidgeot tumbles rapidly toward the
      starship. The tiny Pidgeot banks to avoid the giant asteroid as
      smaller rocks pelt its surface. Then the small craft roars
      under the asteroid which explodes harmlessly on the hull of
      the vast Star Destroyer.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         The ship shudders as flak explodes near the cockpit window.
      Togepio checks a tracking scope an the side control panel
      while Misty watches tensely out the window.

TOGEPIO: Oh, thank goodness we're coming out of the asteroid field.

         Chuie barks excitedly as the rain of asteroids begins to
      subside. A bolt from the Star Destroyer sets up a fiery
      explosion on the back side of the Pidgeot, causing it to lurch
      to one side.

EXTERIOR: MILLENNIUM FALCON -- STAR DESTROYER, AVENGER -- ASTEROID FIELD

         The Pidgeot is hit hard by another bolt from the Star
      Destroyer which creates a huge explosion near the cockpit of
      the smaller ship. The Pidgeot tilts steeply, then rights
      itself.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Ash corrects the angle of his ship.

ASH: Let's get out of here. Ready for light-speed? One...two...three!

         Ash pulls back on the hyperspace throttle and -- nothing
      happens. Flak bursts continue to rock the ship.

ASH: (frantic) It's not fair!

         Chuie is very angry and starts to growl and bark at her
      friend and captain. Again, Ash desperately pulls back on the
      throttle.

ASH: The transfer circuits are working. It's not my fault!

         Chuie puts her head in her hands, whining.

MISTY: (almost expecting it) No light-speed?

ASH: It's not my fault.

TOGEPIO: Sir, we just lost the main rear deflector shield. One more
direct hit on the back quarter and we're done for.

         Ash pauses for a moment, makes a decision, and pulls back
      on a lever.

ASH: Turn her around.

CHUPIKA: Pikachu?

ASH: I said turn her around! I'm going to put all power in the front
shield.

MISTY: You're going to attack them?!

TOGEPIO: Sir, the odds of surviving a direct assault on an Rocket
Star Destroyer...

MISTY: Shut up!

EXTERIOR: SPACE -- MILLENNIUM FALCON -- ASTEROID FIELD

         The Pidgeot banks, makes a steep, twisting turn. In the
      next moment it is racing toward the Star Destroyer, looking
      very small against the massive surface of the Rocket ship.
      As it moves across the surface of the Star Destroyer, the
      Pidgeot bobs and weaves to avoid the numerous flak bursts.

INTERIOR: STAR DESTROYER, AVENGER -- BRIDGE

         The tiny Pidgeot heads directly for the Avenger's bridge.
      The Rockets stationed there are stunned to see the small
      spaceship racing low across the hull, headed directly at the
      huge windows of the bridge area. Alarms go off everywhere. The
      Destroyer's commander, Captain Needa, can scarcely believe his
      eyes.

NEEDA: They're moving to attack position. Shields up!

         Needa and his men duck as the Pidgeot nears the bridge
      window. At the last minute, the Pidgeot veers off and out of
      sight. All is quiet.

NEEDA: Track them,. They may come around for another pass.

TRACKING OFFICER: Captain Needa, the ship no longer appears on our
scopes.

NEEDA: They can't have disappeared. No ship that small has a cloaking
device.

TRACKING OFFICER: Well, there's no trace of them, sir.

COMMUNICATIONS OFFICER: Captain, Lord Vader demands an update on the
pursuit.

NEEDA: (drawing a breath) Get a shuttle ready. I shall assume full
responsibility for losing them, and apologize to Lord Vader.
Meanwhile, continue to scan the area.

COMMUNICATIONS OFFICER: Yes, Captain Needa.

EXTERIOR: CINNIBAR -- BOG -- DAY

         Brock's face is upside-down and showing enormous strain. He
      stands on his hands, with Mew perched on his feet. Opposite
      Brock and Mew are two rocks the size of bowling balls. Brock
      stares at the rocks and concentrates. One of the rocks lifts
      from the ground and floats up to rest on the other.

MEW: Use the Force. Yes...

         Mew taps Brock's leg. Quickly, Brock lifts one hand from the
      ground. His body wavers, but he maintains his balance. Vultoo,
      standing nearby, is whistling and beeping frantically.

MEW: Now...the stone. Feel it.

         Brock concentrates on trying to lift the top rock. It rises
      a few feet, shaking under the strain. But, distracted by
      Vultoo's frantic beeping, Brock loses his balance and finally
      collapses. Mew stays floating in midair.

MEW: Concentrate!

         Annoyed at the disturbance, Brock looks over at Vultoo, who
      is rocking urgently back and forth in front of him.
         Vultoo waddles closer to Brock, chirping wildly, then scoots
      over the edge of the swamp. Catching on, Brock rushes to the
      water's edge. The Z-wing fighter has sunk, and only the tip of
      its nose shows above the lake's surface.

Brock: Oh, no. We'll never get it out now.

MEW: So certain are you. Always with you it cannot be done. Hear you
nothing that I say?

         Brock looks uncertainly out at the ship.

Brock: Master, moving stones around is one thing. This is totally
different.

MEW: No! No different! Only different in your mind. You must unlearn
what you have learned.

Brock: (focusing, quietly) All right, I'll give it a try.

MEW: No! Try not. Do. Or do not. There is no try.

         Brock closes his eyes and concentrates on thinking the ship
      out.
         Slowly, the Z-WING's nose begins to rise above the water.
      It hovers for a moment and then slides back, disappearing once
      again.

Brock: (panting heavily) I can't. It's too big.

MEW: Size matters not. Look at me. Judge me by my size, do you? Hm?
Mmmm.

         Brock shakes his head.

MEW: And well you should not. For my ally in the Force. And a
powerful ally it is. Life creates it, makes it grow. It's energy
surrounds us and binds us. Luminous beings are we...(Mew pinches
Brock's shoulder)...not this crude matter. (a sweeping gesture) You must
feel the Force around you. (gesturing) Here, between you...me...the
tree...the rock...everywhere! Yes, even between this land and that
ship!

Brock: (discouraged) You want the impossible.

         Quietly Mew turns toward the Z-wing fighter. With his eyes
      closed and his head bowed, he raises his arm and points at the
      ship.
         Soon, the fighter rises above the water and moves forward
      as Vultoo beeps in terror and scoots away.
         The entire Z-wing moves majestically, surely, toward the
      shore. Mew stands on a tree root and guides the fighter
      carefully down toward the beach.
         Brock stares in astonishment as the fighter settles down
      onto the shore. He walks toward Mew.

Brock: I don't...I don't believe it.

MEW: That is why you fail.

         Brock shakes his head, bewildered.

EXTERIOR: SPACE -- Rocket FLEET

         The fleet around Vader's Star Destroyer now includes
      Needa's Star Destroyer, the Avenger.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

         Clutching desperately at his throat, Captain Needa slumps
      down, then falls over on his back, at the feet of Rock Vader.

VADER: Apology accepted, Captain Needa.

      Two stormtroopers pick up the lifeless body and carry it
      quickly away as Admiral Piett and two of his captains hurry up
      to the Dark Lord.

PIETT: Lord Vader, our ships have completed their scan of the area and
found nothing. If the Millennium Pidgeot went into light-speed, it'll
be on the other side of the galaxy by now.

VADER: Alert all commands. Calculate every possible destination along
their last know trajectory.

PIETT: Yes, my lord. We'll find them.

VADER: Don't fail me again, Admiral.

         Vader exits as the admiral turns to an aide, a little more
      uneasy than when he arrived.

PIETT: Alert all commands. Deploy the fleet.

EXTERIOR: SPACE -- Rocket FLEET

         Vader's ship moves away, flanked by its fleet of smaller
      ships. the Avenger glides off into space in the opposite
      direction. No one on that ship or on Vader's is aware that,
      clinging to the side of the Avenger, is the pirateship, the
      Millennium Pidgeot.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

TOGEPIO: Captain Solo, this time you have gone too far. (Chuie
growls) No, I will not be quiet, Chupika. Why doesn't anyone listen
to me?

ASH: (to Chuie) The fleet is beginning to break up. Go back and stand
by the manual release for the landing claw.

         Chuie barks, struggles from his seat, and climbs out of
      the cabin.

TOGEPIO: I really don't see how thats going to help. Surrender is a
perfectly acceptable alternative in extreme circumstances. Team Rocket
may be gracious enough...

         Misty pulls out a PokeBall and taps Togepio, mid-sentence.
         Togepio is sucked into the ball.

ASH: Thank you.

MISTY: What did you have in mind for your next move?

ASH: Well, if they follow standard Rocket procedure, they'll dump
their garbage before they go to light-speed, then we just float away.

MISTY: With the rest of the garbage. Then what?

ASH: Then we've got to find a safe port somewhere around here. Got any
ideas?

MISTY: No. Where are we?

ASH: The Venonat system.

MISTY: Venonat system. There's not much there.

ASH: No. Well, wait. This is interesting. Gary.

         He points to a computer mapscreen on the control panel.
      Misty slips out of her chair and moves next to the handsome
      pilot. Small light points representing several systems flash
      by on the computer screen.

MISTY: Gary system?

ASH: Gary's not a system, he's a man. Gary Calrissian. He's a card
player, gambler, scoundrel. You'd like him.

MISTY: (dryly) Thanks.

ASH: Bespin. It's pretty far, but I think we can make it.

MISTY: (reading from the computer) A mining colony?

ASH: Yeah, a Tibanna gas mine. Gary conned somebody out of it. We go
back a long way, Gary and me.

MISTY: Can you trust him?

ASH: No. But he has no love for Team Rocket, I can tell you that.

         Chuie barks over the intercom. Ash quickly changes his
      readouts and stretches to look out the cockpit window.

ASH: (into intercom) Here we go, Chuie. Stand by. Detach!

         Ash leans back in his chair and gives Misty an invisible
      smile. She thinks for a moment, shakes her head; a grin creeps
      across her face and she gives him a quick hug.  Ash turns as red
      as Charizard.

MISTY: You do have your moments. Not many, but you have them.

EXTERIOR: SPACE -- Rocket STAR DESTROYER

         As the Avenger Star Destroyer moves slowly into space, the
      hatch on its underbelly opens, sending a trail of junk behind
      it. Hidden among the refuse, the Pidgeot tumbles away. In the
      next moment, the Avenger roars off into hyperspace. The
      Pidgeot's engines are ignited, and it races off into the
      distance. Amidst the slowly drifting junk, A.J. Fett's ship
      appears and moves after the Pidgeot.

EXTERIOR: CINNIBAR -- BOG -- CLEARING -- DAY

         In the clearing behind Mew's house, Brock again stands
      upside-down, but his face shows less strain and more
      concentration than before. Mew sits on the ground below the
      young warrior. On the other side of the clearing, two
      equipment cases slowly rise into the air. Nearby Vultoo
      watches, humming to himself, when suddenly he, too, rises into
      the air. His little legs kick desperately and his head turns
      frantically, looking for help.

MEW: Concentrate...feel the Force flow. Yes. Good. Calm, yes. Through
the Force, things you will see. Other places. The future...the past.
Old friends long gone.

         Brock suddenly becomes distressed.

Brock: Ash! Misty!

         The two packing boxes and Vultoo fall to the ground with a
      crash, then Brock himself tumbles over.

MEW: (shaking his head) Hmm. Control, control. You must learn control.

Brock: I saw...I saw a city in the clouds.

MEW: Mmm. Friends you have there.

Brock: They were in pain.

MEW: It is the future you see.

Brock: Future? Will they die?

         Mew closes his eyes and lowers his head.

MEW: Difficult to see. Always in motion is the future.

Brock: I've got to go to them.

MEW: Decide you must how to serve them best. If you leave now, help
them you could. But you would destroy all for which they have fought
and suffered.

         Brock is stopped cold by Mew's words. Gloom shrouds him as
      he nods his head sadly.  He absently kicks the Gloom away.

EXTERIOR: BESPIN SYSTEM -- MILLENNIUM FALCON -- DAWN

         The powerful pirate starship blasts through space as it
      heads toward the soft pink planet of Bespin.

EXTERIOR: BESPIN SURFACE -- MILLENNIUM FALCON

         It is down on the gaseous planet. Huge billowing clouds
      form a canyon as the ship banks around them, heading toward
      the system's Cloud City.
         Suddenly, two twin-pod cloud cars appear and move toward
      the Pidgeot. The cloud cars draw up alongside the starship.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         One of the cloud cars opens fire on the Pidgeot, its flak
      rocking the ship. Chuie barks his concern.

ASH: (into transmitter) No, I don't have a landing permit. I'm trying
to reach Gary Calrissian.

         More flak bursts outside the cockpit window and rattles the
      ship's interior. Misty looks worried.

ASH: (into transmitter) Whoa! Wait a minute! Let me explain.

INTERCOM VOICE: You will not deviate from your present course.

TOGEPIO: Rather touchy, aren't they?

MISTY: I thought you knew this person.

         Chuie barks and growls at his boss.

ASH: (to Chuie) Well, that was a long time ago. I'm sure he's
forgotten about that.

INTERCOM VOICE: Permission granted to land on Platform
Three-two-seven.

ASH: (into transmitter) Thank you.

         Angry, Ash snaps off the intercom. Chuie looks at him and
      grunts. Ash turns to the worried princess and her droid.

ASH: There's nothing to worry about. We go way back, Gary and me.

         Misty doesn't look convinced.

MISTY: Who's worried?

EXTERIOR: CLOUD CITY -- MILLENNIUM FALCON -- CLOUD CARS

         The clouds part to reveal a full view of the city as it
      bobs in and out of the cloud surface. The cloud cars and the
      Pidgeot head for the gleaming white metropolis.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM -- MILLENNIUM FALCON

         With the cloud cars still guarding it, the Pidgeot lands on
      one of the Cloud City's platforms.

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON

         Ash and Misty stand at the open door, armed. Behind them,
      Chuie, also armed, surveys the scene warily.

TOGEPIO: Oh. No one to meet us.

MISTY: I don't like this.

ASH: Well, what would you like?

TOGEPIO: Well, they did let us land.

ASH: Look, don't worry. Everything's going to be fine. Trust me.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

         Gary Calrissian, a suave, dashing young man about Ash's age,
      leads a group of cheerleaders and some Cloud City guard
      rapidly toward the landing platform. The group, like the other
      citizens of the city, is a motley collection of aliens,
      Pokemon, and humans of all descriptions. Gary has a grim
      expression on his face as he moves onto the landing platform.

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON

ASH: See? My friend. (to Chuie) Keep your eyes open, okay?

         Chuie growls as Ash walks down the ramp. Gary and his men
      head across the bridge to meet the space pirate.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

         Gary stops ten feet from Ash. The two men eye each other
      carefully. Gary shakes his head.

GARY: Why, you slimy, double-crossing, no-good swindler! You've got a
lot of guts coming here, after what you pulled.

         Ash points to himself innocently, mouthing, "Me?"
         Gary moves threateningly toward Ash. Suddenly, he throws
      his arms around his startled, long-lost friend and embraces
      him.

GARY: (laughs) How you doing, you old pirate? So good to see you! I
never thought I'd catch up with you again. Where you been?

         The two old friends embrace, laughing and chuckling.

EXTERIOR: LANDING PLATFORM -- DOOR OF MILLENNIUM FALCON.

TOGEPIO: Well, he seems very friendly.

MISTY: (wary) Yes...very friendly.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

GARY: What are you doing here?

ASH: (gestures toward the Pidgeot) Ahh...repairs. I thought you could
help me out.

GARY: (in mock panic) What have you done to my ship?

ASH: Your ship? Hey, remember, you lost her to me fair and square.

         Chuie growls a reserved greeting. Gary suddenly notices
      the princess and smiles.

GARY: Hello. What have we here? Welcome. I'm Gary Calrissian. I'm
the administrator of this facility. and who might you be?

MISTY: Misty.

GARY: Welcome, Misty.

         Gary bows before Misty and kisses her hand.

ASH: All right, all right, you old smoothie.

         Ash takes Misty by the hand and steers her away from Gary.

TOGEPIO: Hello, sir. I am Togepio, human-cyborg relations. My
facilities are at your...

         Before Togepio can finish his self-introduction, Gary has
      turned to follow Ash and Misty, who are walking toward the
      city.

TOGEPIO: Well, really!

         Gary, his aide, Jenny, and Ash lead the way across the
      bridge, followed by Togepio, Chuie and Misty.

GARY: What's wrong with the Pidgeot?

ASH: Hyperdrive.

GARY: I'll get my people to work on it.

ASH: Good.

         Gary turns to Misty.

GARY: You know, that ship saved my life quite a few times. She's the
fastest hunk of junk in the galaxy.

INTERIOR: CLOUD CITY -- CORRIDOR

         The group has crossed the narrow bridge and entered the
      city. They walk down the lovely Art Deco passageway, rounding
      several corners and passing many small plazas as they go.
      Togepio lags a bit behind.

ASH: How's the gas mine? Is it paying off for you?

GARY: Oh, not as well as I'd like. We're a small outpost and not very
self-sufficient. And I've had supply problems of every kind. I've had
labor difficulties...(catches Ash grinning at him) What's so funny?

ASH: You. Listen to you -- you sound like a businessman, a responsible
leader. Who'd have thought that, huh?

         Gary is reflective. He looks at Ash a moment.

GARY: You know, seeing you sure brings back a few things.

ASH: Yeah.

GARY: (shakes his head) Yeah, I'm responsible these days. It's the
price you pay for being successful.

         Ash and Gary laugh together, and the group moves on
      through the corridor.
         The lagging Togepio passes a Togepio-type silver droid
      who is coming out of a door.

TOGEPIO: Oh! Nice to see a familiar face.

SECOND TOGEPIO: (mumbles) Bbbrriiiiii!

TOGEPIO: How rude!

         Togepio stops, watching the silver droid move away. Then
      he hears the muffled beeping and whistling of a Vulpix unit
      coming from within the room.

INTERIOR: CLOUD CITY -- ANTEROOM

         Curious, Togepio enters the room.

TOGEPIO: That sounds like a Vulpix unit in there. I wonder if...

         Togepio walks through the doorway to the main room. He
      looks in.

TOGEPIO: Hello? How interesting. Oh, my.

MAN'S VOICE: (from within) Who are you?

TOGEPIO: Oh, I'm terribly sorry. I...I didn't mean to intrude. No,
no, please don't get up. No!

         A laser bolt to Togepio's chest sends him flying in twenty
      directions. Smoldering mechanical arms and legs bounce off the
      walls as the door whooshes closed behind him.

INTERIOR: CLOUD CITY -- CORRIDOR

         Gary, Ash, and Misty continue down the corridor unaware of
      Togepio's dreadful accident. Chupika glances around, sniffs
      the air, but shrugs her shoulders and follows the group.

EXTERIOR: CINNIBAR -- BOG -- DUSK

         In the bright lights of the fighter, Brock loads a heavy
      case into the belly of the ship. Vultoo sits on top of the
      Z-wing, settling down into his cubbyhole. Mew stands nearby
      on a log.

MEW: Brock! You must complete the training.

Brock: I can't keep the vision out of my head. They're my friends. I've
got to help them.

MEW: You must not go!

Brock: But Ash and Misty will die if I don't.

OAK'S VOICE: You don't know that.

         Brock looks toward the voice in amazement. Oak has
      materialized as a real, slightly shimmering image near Mew.
      The power of his presence stops Brock.

OAK: Even Mew cannot see their fate.

Brock: But I can help them! I feel the Force!

OAK: But you cannot control it. This is a dangerous time for you, when
you will be tempted by the dark side of the Force.

MEW: Yes, yes. To Oaki-Wan you listen. The cave. Remember your failure
at the cave!

Brock: But I've learned so much since then. Master Mew, I promise to
return and finish what I've begun. You have my word.

OAK: It is you and your abilities the Emperor wants. that is why your
friends are made to suffer.

Brock: And that is why I have to go.

OAK: Brock, I don't want to lose you to the Emperor the way I lost
Vader.

Brock: You won't.

MEW: Stopped they must be. On this depends. Only a fully trained Gym
Leader with the Force as his ally will conquer Vader and his Emperor.
If you end your training now, if you choose the quick and easy path,
as Vader did, you will become an agent of evil.

OAK: Patience.

Brock: And sacrifice Ash and Misty?

MEW: If you honor what they fight for...yes!

         Brock is in great anguish. He struggles with the dilemma, a
      battle raging in his mind.

OAK: If you choose to face Vader, you will do it alone. I cannot
interfere.

Brock: I understand. (he moves to his Z-wing) Vultoo, fire up the
converters.

         Vultoo whistles a happy reply.

OAK: Brock, don't give in to hate -- that leads to the dark side.

         Brock nods and climbs into his ship.

MEW: Strong is Vader. Mind what you have learned. Save you it can.

Brock: I will. And I'll return. I promise.

         Vultoo closes the cockpit. Oak and Mew stand watching as
      the roar of the engines and the wind engulf them.

MEW: (sighs) Told you, I did. Reckless is he. Now matters are worse.

OAK: That boy is our last hope.

MEW: (looks up) No. There is another.

EXTERIOR: SPACE -- PLANET CINNIBAR

         Brock's tiny Z-wing rockets away from the green planet of
      Cinnibar and off into space.

INTERIOR: CLOUD CITY -- LIVING QUARTERS -- DAY

         Within the quarters assigned her on Cloud City, Misty paces
      in agitation. She has changed from her cold-weather pants and
      jacket to a lovely dress. Her hair is down, tied back with
      ribbons. She moves from a large, open window and turns to see
      Ash entering through the doorway.

ASH: The ship is almost finished. Two or Three more things and we're
in great shape.

MISTY: The sooner the better. Something's wrong here. No one has seen
or knows anything about Togepio. He's been gone too long to have
gotten lost.

         Ash takes Misty by the shoulders and gently kisses her
      forehead.

ASH: Relax. I'll talk to Gary and see what I can find out.

MISTY: I don't trust Gary.

ASH: Well, I don't trust him, either. But he is my friend. Besides,
we'll soon be gone.

MISTY: And then you're as good as gone, aren't you?

         Not speaking, Ash considers her words and gazes at her
      troubled face.

INTERIOR: CLOUD CITY -- JUNK ROOM

      The room is piled high with broken and discarded machine
      parts. Four Ugnaughts, small hoglike creatures, separate the
      junk and throw some pieces onto a conveyer belt which moves
      briskly toward a pit of molten metal. Pieces of Togepio's
      golden body move down the belt. Chuie enters the room and
      spots a Pinsir picking up and inspecting Togepio's head.
      The Raichee barks a command, startling the Pinsir, then
      reaches to grab the head. But the Pinsir tosses it away from
      him to another Pinsir. This game of keep-away goes on until
      Togepio's head falls from their grip and bounces with a clang
      onto the ground.

INTERIOR: CLOUD CITY -- LIVING QUARTERS -- DAY

         The door zaps open. Chupika walks in, carrying a packing
      case of Togepio, arms and legs hanging over the edge.

MISTY: What happened?

         Chuie sets the case on a table.

CHUPIKA: Pika, Pikapi.  Pikachu!

ASH: Where? Found him in a junk pile?

MISTY: Oh, what a mess. Chuie, do you think you can repair him?

         The giant Raichee studies the array of robot parts. She
      looks at the princess and shrugs sadly.

ASH: Gary's got people who can fix him.

MISTY: No, thanks.

         There is a buzz and the door slides open, revealing Gary.

GARY: I'm sorry. Am I interrupting anything?

MISTY: Not really.

GARY: You look absolutely beautiful. You truly belong here with us
among the clouds.

MISTY: (coolly) Thank you.

GARY: Will you join me for a little refreshment?

         Ash looks at Gary suspiciously, but Chuie barks at the
      mention of food and licks her lips.

GARY: Everyone's invited, of course.

         Misty takes Gary's proffered arm, and the group turns to
      go. Gary spots Togepio's remains.

GARY: Having trouble with you droid?

         Ash and Misty exchange a quick glance.

ASH: No. No problem. Why?

         Ash and Misty move arm-in-arm through the door, followed by
      Gary and Chuie. The door slides closed behind them.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

         Misty walks between Ash and Gary as Chuie follows a short
      distance behind. Long shafts of light pour across the corridor
      between tall, pure-white columns.

GARY: So you see, since we're a small operation, we don't fall into
the...uh...jurisdiction of Team Rocket.

MISTY: So you're part of the mining guild then?

GARY: No, not actually. Our operation is small enough not to be
noticed...which is advantageous for everybody since our customers are
anxious to avoid attracting attention to themselves.

         The group walks into another corridor and heads for a huge
      doorway at the far end.

ASH: Aren't you afraid Team Rocket's going to find out about this
little operation and shut you down?

GARY: That's always been a danger looming like a shadow over
everything we've built here. But things have developed that will
insure security. I've just made a deal that will keep Team Rocket out
of here forever.

INTERIOR: CLOUD CITY -- DINING ROOM

         The mighty doors to the dining room slide open and the
      group enters the dining room. At the far end of a huge banquet
      table sits Rock Vader. Standing at his side and slightly
      behind him is A.J. Fett, the bounty hunter.
         Faster than the wink of an eye, Ash draws his blaster and
      pops off a couple of shots directly at Vader. The Dark Lord
      quickly raises his hand, deflecting the bolts into one of the
      side walls, where they explode harmlessly. Just as quickly,
      Ash's weapon and PokeBall belt zip into Vader's hand. The evil
      presence calmly places the gun and belt on the table in front of
      him.

VADER: We would be honored if you would join us.

         Ash gives Gary a mean look.

GARY: I had no choice. They arrived right before you did. I'm sorry.

ASH: I'm sorry, too.

EXTERIOR: Brock'S Z-WING -- BESPIN SYSTEM

         Brock's Z-wing races through thick clouds toward Cloud City.

INTERIOR: Brock'S Z-WING -- COCKPIT

         Brock is grim-faced as he pilots his course toward Bespin's
      shining city. Vultoo's beeps and whistles are transmitted onto
      the scope.

Brock: (into comlink) No, Togepio's with them.

         Vultoo whistles another worried inquiry.

Brock: (into comlink) Just hang on. We're almost there.

INTERIOR: CLOUD CITY -- LARGE CELL

         Chupika is in a Cloud City prison cell. The stark room is
      flooded with hot light. To add to Chuie's misery, a
      high-pitched whistle screeches loudly. Chuie is going mad. She
      hits the wall with giant fists as she paces back and forth
      across the cell floor. The upper lights go off abruptly. The
      prisoner rubs her eyes and moves to a wall, where she listens
      for a moment. Then, moaning to herself, she moves to a platform
      where the disassembled pieces of Togepio lie. She picks up the
      golden droid's head and meditates on it for a moment, barking
      a few philosophical remarks. Chuie sticks the robot's head on
      its torso and starts adjusting wires and circuits. Suddenly,
      the lights in Togepio's eyes spark to life as Chuie touches
      two connectors together. Togepio immediately begins to speak,
      but his voice is so slow and so low as to be nearly
      unintelligible.

TOGEPIO: Mmmm. Oh, my. Uh, I, uh -- Take this off! I, uh, don't mean
to intrude here. I, don't, no, no, no...Please don't get up. No!

         Chuie looks at Togepio in bewilderment, then scratches
      her furry head. She gets an idea and adjusts some connections,
      whereupon Togepio immediately begins speaking normally.

TOGEPIO: Stormtroopers? Here? We're in danger. I must tell the
others. Oh, no! I've been shot!

INTERIOR: CLOUD CITY -- PRISON ENTRY AREA

         Rock Vader strides through the room as two stormtroopers
      prepare an elaborate torture mechanism. Ash is strapped to a
      rack which tilts forward onto the torture device. Vader
      activates the mechanism, creating two bursts of sparks, one of
      which strikes Ash's face.
         The door opens, and Rock Vader moves to the holding
      chamber, where Gary and A.J. Fett await him.

INTERIOR: CLOUD CITY -- HOLDING CHAMBER

GARY: Lord Vader.

VADER: (to Fett) You may take Captain Solo to Snorlax the Hut after I
have Stonewalker.

         Ash's screams filter through the torture room door.

A.J. FETT: He's no good to me dead.

VADER: He will not be permanently damaged.

GARY: Lord Vader, what about Misty and the Raichee?

VADER: They must never again leave this city.

GARY: That was never a condition of our agreement, nor was giving Ash
to this bounty hunter!

VADER: Perhaps you think you're being treated unfairly.

GARY: No.

VADER: Good. It would be unfortunate if I had to leave a garrison
here.

         Vader turns and sweeps into the elevator with A.J. Fett.
      Gary walks swiftly down another corridor, muttering to
      himself.

GARY: This deal's getting worse all the time.

INTERIOR: CLOUD CITY -- LARGE CELL

         Chuie now has a little more of Togepio back together. One
      arm is connected, but the legs are yet to be attached. There
      is one small problem, however. It seems the Raichee has
      managed to put the droid's head on backwards.

TOGEPIO: Oh, yes, that's very good. I like that. Oh! Something's not
right because now I can't see. Wait. Wait! Oh, my! what have you done?
I'm backwards, you stupid furball. Only an overgrown mophead like you
would be stupid enough...

         Togepio is cut off in mid-sentence as Chuie angrily
      shocks the droid, shutting him down. The Raichee
      smells something and sits up. The door to the chamber slides
      open and a ragged Ash Solo is shoved into the room by two
      stormtroopers. Barking her concern, the huge Raichee gives Ash
      a big hug. Ash is very pale, with dark circles under his eyes.

ASH: I feel terrible.

         Chuie helps Ash to a platform and then turns as the door
      slides open revealing Misty. She, too, looks a little worse for
      wear. The troopers push her into the cell, and the door slides
      closed. She moves to Ash, who is lying on the platform, and
      kneels next to him, gently stroking his head.

MISTY: Why are they doing this?

ASH: They never even asked me any questions.

         The cell door slides open. Gary and two of his guards
      enter.

MISTY: Gary.

ASH: Get out of here, Gary!

GARY: Shut up and listen! Vader has agreed to turn Misty and Chuie
over to me.

ASH: Over to you?

GARY: They'll have to stay here, but at least they'll be safe.

MISTY: What about Ash?

GARY Vader's giving him to the bounty hunter.

MISTY: Vader wants us all dead.

GARY: He doesn't want you at all. He's after somebody called
Stonewalker.

ASH: Brock?

GARY: Lord Vader has set a trap for him.

         Misty's mind is racing.

MISTY: And we're the bait.

GARY: Well, he's on his way.

         Ash's rage peaks.

ASH: Perfect. You fixed us all pretty good, didn't you? (spits it out)
My friend!

         Ash hauls off and punches Gary. The two friends are
      instantly engaged in a frantic close-quarters fight. The
      guards hit Ash with their rifle butts and he flies across the
      room. Chuie growls and starts for the guards. They point
      their laser weapons at the giant Raichee, but Gary stops
      them.

GARY: Stop! I've done all I can do. I'm sorry I couldn't do better,
but I have my own problems.

ASH: Yeah, you're a real hero.

         Gary and the guards leave. Ash wipes the blood from his
      chin as Misty and Chuie help him up.

MISTY: (dabs at his wound) You certainly have a way with people.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         Four armor-suited stormtroopers stand at the ready in the
      large chamber, which is filled with pipes and chemical tanks.
      In the middle of the room is a round pit housing a hydraulic
      platform. Rock Vader and Gary stand near the platform.

VADER: This facility is crude, but it should be adequate to freeze
Stonewalker for his journey to the Emperor.

         An Rocket soldier appears.

Rocket SOLDIER: Lord Vader, ship approaching. Z-wing class.

VADER: Good. Monitor Stonewalker and allow him to land.

         The soldier bows and leaves the chamber.

GARY: Lord Vader, we only use this facility for carbon freezing. If
you put him in there, it might kill him.

VADER: I do not want the Emperor's prize damaged. We will test it...on
Captain Solo.

         Gary's face registers dismay.

EXTERIOR: SPACE -- BESPIN SYSTEM -- Brock'S Z-WING

         Brock's Z-wing moves through the clouds as it nears the
      city.

INTERIOR: Brock'S Z-WING -- COCKPIT

         Encountering no city guards, Brock scans the display panel
      with concern.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         There is a great activity on the carbon-freezing platform.
      Six Pinsirs frantically prepare the chamber for use. A
      special coffinlike container is put in place. With A.J. Fett
      in the lead, a squad of six stormtroopers brings in Ash, Misty
      and Chuie. Strapped to Chuie's back, with only his head,
      torso, and one arm assembled, is Togepio. Togepio's head
      faces the opposite direction from Chuie's and the droid is
      constantly twisting around in a vain effort to see what is
      happening. His one attached arm is animate and expressive,
      intermittently pointing, gesturing, and covering his eyes. The
      remaining pieces of his body are randomly bundled to the
      Raichee's back so that his legs and other arm stick out at odd
      angles from the pack.

TOGEPIO: If only you had attached my legs, I wouldn't be in this
ridiculous position. Now, remember, Chupika, you have a
responsibility to me, so don't do anything foolish.

ASH: (to Gary) What's going on...buddy?

GARY: You're being put into carbon freeze.

         A.J. Fett moves away from the group to Rock Vader.

A.J. FETT: What if he don't survive? He's worth a lot to me.

VADER: The Empire will compensate you if he dies. Put him in!

         Realizing what is about to happen, Chuie lets out a wild
      howl and attacks the stormtroopers surrounding Ash. Within
      seconds, other Rocket reinforcements join the scuffle,
      clubbing the giant Raichee with their laser weapons. From the
      instant of Chuie's first move, Togepio begins to scream in
      panic while he tries to protect himself with his one arm.

TOGEPIO: Oh, no! No, no, no! Stop, Chupika, stop...!

         The stormtroopers are about to bash Chuie in the face.

ASH: Stop, Chuie, stop! Do you hear me? Stop!

TOGEPIO: Yes, stop, please! I'm not ready to die.

         Ash breaks away from his captors. Vader nods to the guards
      to let him go and the pirate breaks up the fight.

ASH: Chuie! Chuie, this won't help me. Hey!

         Ash gives the Raichee a stern look.

ASH: Save your strength. There'll be another time. The princess -- you
have to take care of her. You hear me?

         Ash winks at the Raichee, who wails a doleful farewell.
         In a flash the guards have slipped binders on Chupika,
      who is too distraught to protest. Ash turns to Princess Misty.
      They look sorrowfully at one another.

MISTY: Ash, I...

Ash silences her gently.

ASH: I know.

         Tears roll down Misty's face as she watches the dashing
      pirate walk to the hydraulic platform. Ash looks one final
      time at his friends -- and then, suddenly, the platform drops.
      Chuie howls. Misty turns away in agony. Gary winces in
      sorrow; it makes a life-changing impression on him.
         Instantly, fiery liquid begins to pour down in a shower of
      sparks and fluid as great as any steel furnace. Holding Misty,
      Chuie half-turns away from the sight, giving Togepio a view
      of the procedure.

TOGEPIO: What...what's going on? Turn around, Chupika, I can't see.
Oh...they've encased him in carbonite. He should be quite
well-protected -- if he survives the freezing process, that is.

         Chuie is in no mood for technical discussion; she gives the
      droid an angry glance and barks.
         A huge mechanical tong lifts the steaming metal-encased
      space pirate out of the vat and stands him on the platform.
      Some Pinsirs rush over and push the block over onto the
      platform. They slide the coffinlike structure to the block and
      lift the metal block, placing it inside. They then attach an
      electronic box onto the structure and step away.
         Gary kneels and adjusts some knobs, measuring the heat. He
      shakes his head in relief.

VADER: Well, Calrissian, did he survive?

GARY: Yes, he's alive. And in perfect hibernation.

         Vader turns to A.J. Fett.

VADER: He's all yours bounty hunter. Reset the chamber for Stonewalker.

Rocket OFFICER: Stonewalker has just landed, my lord.

VADER: Good. See to it that he finds his way here. Calrissian, take
the princess and the Raichee to my ship.

GARY: You said they'd be left in the city under my supervision.

VADER: I am altering the deal. Pray I don't alter it any further.

         Gary's hand instinctively goes to his throat as he turns
      to Misty, Chuie, and Togepio.

INTERIOR: CLOUD CITY -- CORRIDOR -- DAY

         As Brock and Vultoo move carefully down a deserted corridor,
      they hear a group of people coming down a side hallway. Vultoo
      lets out an excited series of beeps and whistles. Brock glares
      at the tiny droid, who stops in his tracks with a feeble
      squeak.
         A.J. Fett enters from a side hallway followed by two guards
      pushing the floating, encased body of Ash Solo. Two
      stormtroopers, who follow, immediately spot Brock and open fire
      on him. The youth draws his weapon and blasts the two
      troopers before they can get off a second shot. The two guards
      whisk Ash into another hallway as Fett lowers his arm and
      fires a deadly laser at Brock, which explodes to one side and
      tears up a huge chunk of wall.
         Brock rushes to a side hallway, but by the time he reaches
      it, Fett, Ash, and the guards are gone. A think metal door
      blocks the passage. Brock turns to see Misty, Chuie, Togepio,
      and Gary being herded down a second hallway by several other
      stormtroopers. Misty turns just in time to see Brock.

MISTY: Brock! Brock, don't -- it's a trap! It's a trap!

         Before she can finish, she is pulled through a doorway and
      disappears from sight. Brock races after the group, leaving
      little Vultoo trailing behind.

INTERIOR: CLOUD CITY -- ANTEROOM

         Brock runs into an anteroom and stops to get his bearings.
      Misty and the others are nowhere to be seen. Behind Brock, Vultoo
      scoots down the corridor toward the anteroom when suddenly a
      giant metal door comes slamming down, cutting off Brock's exit.
      Several more doors clang shut, echoing through the chamber.

INTERIOR: CLOUD CITY -- HALLWAY LEADING TO ANTEROOM

         Vultoo stands with his nose pressed against the giant metal
      door. He whistles a long sigh of relief and, a little dazed,
      wanders off in the other direction.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER -- ANTEROOM

         Brock cautiously walks forward among hissing pipes and
      steam. Seeing an opening above him, he stops to look up. As he
      does, the platform he stands on begins to move.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         Brock rises into the chamber, borne by the platform. The
      room is deathly quiet. Very little steam escapes the pipes and
      no one else seems to be in the large room. Warily, Brock walks
      toward the stairway.
         Steam begins to build up in the chamber. Looking up through
      the steam, Brock sees a dark figure standing on a walkway above
      him. Brock holsters his gun and moves up the stairs to face
      Vader. He feels confident, eager to engage his enemy.

VADER: The Force is with you, young Stonewalker. But you are not a Leader yet.

         Brock ignites his sword in answer. In an instant, Vader's
      own sword is lit. Brock lunges, but Vader repels the blow.
      Again Brock attacks, and the swords of the two combatants clash
      in battle.  Vader pushes Brock back, and tosses down a Pokeball,
      releasing Kabutops.  Brock lets Oak's Scyther loose, and the
      four comatants clash again.

INTERIOR: CLOUD CITY -- CORRIDOR

         Misty, Gary, and Chuie, with Togepio on his back, march
      along, guarded by six stormtroopers. The group reaches an
      intersection where Jenny and a dozen of Gary's guards stand
      at attention.
         The guards immediately aim their weapons at the startled
      stormtroopers. Taking the stormtroopers' weapons from them,
      Jenny hands one to Misty and one to Gary.

GARY: Well done. Hold them in the security tower -- and keep it
quiet. Move.

         As Gary's guards quickly march the stormtroopers away,
      Gary begins to undo Chuie's binding.

MISTY: What do you think you're doing?

GARY: We're getting out of here.

TOGEPIO: I knew all along it had to be a mistake.

         Chuie turns on Gary and starts to choke him, shocking him at
         the same time.

MISTY: Do you think that after what you did to Ash we're going to trust
you?

         Gary tries to free himself from Chuie.

GARY: I-I had n-no ch-ch-choice...

CHUPIKA: (increases the voltage) Chuuu...

TOGEPIO: (to Chuie) What are you doing? Trust him, trust him!

MISTY: Oh, so we understand, don't we, Chuie? He had no choice.

GARY: I'm j-just trying to h-heeellppp...

MISTY: We don't need any of your help.

GARY: A-a-s-h...

MISTY: What?

TOGEPIO: It sounds like Ash.

GARY: Th-there's stil-l-l a-a chance t-to save Aaa-ash...I-I mean, at
the E-east Platfooorrmm...

MISTY: Chuie.

         Chuie finally stops shocking Gary, who looks more than a
         little charred.

TOGEPIO: (to Gary) I'm terribly sorry about all this. After all,
she's only a Raichee.

EXTERIOR: CLOUD CITY -- EAST LANDING PLATFORM -- A.J. FETT'S SHIP

         The two guards slide Ash's encased body into an opening in
      the side of the bounty hunter's ship. A.J. Fett climb aboard
      on a ladder next to the cargo hold.

A.J. FETT: Put Captain Solo in the cargo hold.

         And with that, the door slams shut.

INTERIOR: CLOUD CITY -- CORRIDOR

         Gary, Misty, and Chuie run down a Cloud City corridor when
      suddenly they spot Vultoo who rushes toward them, beeping
      wildly.

TOGEPIO: Vultoo! Vultoo! Where have you been?

         Chuie turns around to see the stubby droid, causing
      Togepio to be spun out of sight of his friend.

TOGEPIO: Turn around, you...! (to Vultoo) Hurry, hurry! We're
trying to save Ash from the bounty hunter!

         Whistling frantically to Togepio, Vultoo scampers along with
      the racing group.

TOGEPIO: Well, at least your still in one piece! Look what happened
to me!

EXTERIOR: EAST LANDING PLATFORM -- SIDE BAY

         An elevator door slides open and Gary, Misty, and Chupika
      race for a large bay overlooking the East Landing Platform.
      Just as they arrive, A.J. Fett's ship takes off against a
      cloudy sunset sky.
      In wild anguish, Chuie howls and starts firing Thunderbolts
      at the ship.

TOGEPIO: Oh, no! Chuie, they're behind you!

         A laser bolt explodes near the princess. Everyone turns to
      see what Togepio has already spotted coming from the other
      direction; a squad of stormtroopers running toward them. Vultoo
      peeks out from the elevator.
         Misty and Chupika start firing at the troopers as Gary
      makes a break for the elevator. Laser bolts continue to
      explode around the princess and the Raichee, but they refuse
      to budge. Gary sticks his head out of the elevator and
      motions for the pair to run, but they barely notice. They seem
      possessed, transported, as all the frustration of captivity
      and anger of loss pour through their death-dealing weapons.
         But after a few moments, they begin to move through the
      rain of laser fire toward the elevator. Once they are inside,
      the door slams shut and the stormtroopers race forward.

INTERIOR: CLOUD CITY -- CARBON-FREEZING CHAMBER

         Brock and Vader are locked in combat on the platform
      overlooking the chamber. Their swords clash, the platform
      sways. Brock aggressively drives Vader back, forcing Vader to
      use defensive tactics.  Scyther and Kabutops have forced each
      other off the platform, and the sounds of their battle echoes
      through the chamber.

VADER: You have learned much, young one.

Brock: You'll find I'm full of surprises.

         Vader makes two quick moves, hooking Brock's sword out of
      his hand and sending it flying. Another lightning move at
      Brock's feet forces the youth to jump back to protect himself.
      Losing his balance, Brock rolls down the stairs to the circular
      carbon-freezing platform. There he sprawls on the floor,
      surprised and shaken. Just in time he looks up to see Vader,
      like a giant black bird, flying right at him. Brock rolls away
      as Vader lands. Crouching, Brock keeps his gaze steadily on his
      enemy.

VADER: Your destiny lies with me, Stonewalker. Oaki-Wan knew this to be
true.

Brock: No!

         Behind Brock the hydraulic elevator cover has opened
      noiselessly. All the while, Brock slowly, cautiously moves
      back, away from the Dark Lord.
         Suddenly, Vader attacks so forcefully that Brock loses his
      balance and falls back into the opening. There is a rumble,
      and in an instant freezing steam rises to obscure Vader's
      vision.  Vader turns aside and deactivates his sword.

VADER: All to easy. Perhaps you are not as strong as the Emperor
thought.

         A buzzing sound overhead is all the warning Vader gets before
      Scyther plows into him, Slashing him across the arm.  Kabutops
      knocks the mantis off with a blast of water, and they continue
      their duel.
         Through the steam behind Vader something blurs upward.
      Liquid metal begins to pour into the pit.
         Vader turns around -- and then looks up. He sees Brock, who
      has leaped fifteen feet straight up and who now hangs from
      some hoses on the carbonite outlet.

VADER: Impressive...most impressive.

         Brock jumps down to the platform where he is separated from
      Vader by the steaming carbonite pit. He raises his hand. His
      sword, which had fallen on another part of the platform,
      swiftly jumps into his outstretched hand and is instantly
      ignited. Vader immediately lights his sword as well.

VADER: Oaki-Wan has taught you well. You have controlled your fear...
now release your anger.

         Brock is more cautious, controlling his anger. He begins to
      retreat as Vader goads him on. As Brock takes a defensive
      position, he realizes he has been foolhardy. A quick sword
      exchange and Brock forces Vader back. Another exchange and
      Vader retreats. Brock presses forward.

VADER: Only your hatred can destroy me.

         Breathing hard, Brock jumps in the air, turning a somersault
      over Vader. He lands on the floor and slashes at Vader as the
      room continues to fill up with steam.

         Kabutops slashes at one of two Scythers, but chooses wrong,
       and is struck from behind by the real one.  The bladed trilobyte
       goes tumbling over a ledge.

         Vader retreats before Brock's skillful sword. Vader blocks
      the sword, but looses his balance and falls into the outer rim
      of pipes. The energy Brock has used to stop Vader has brought
      him to the point of collapse. Brock moves to the edge and looks
      down, but sees no sign of Vader. He then deactivates his
      sword, hooks it on his belt, and lowers himself into the pit.

INTERIOR: CLOUD CITY -- TUNNEL AND REACTOR CONTROL ROOM

         Moving through a tunnellike entrance, Brock cautiously
      approaches the reactor room. He ignites his sword and moves
      into the room and toward a large window as Vader enters.
         Brock raises his sword and moves forward to attack.
         Behind Brock a large piece of machinery detaches itself from
      the wall and comes smashing forward toward his back. Brock
      turns and cuts it in half just as another machine comes
      hurtling at him. Using the Force, Brock manages to deflect it
      and send it flying as if it had hit an invisible shield. A
      large pipe detaches and comes flying at Brock. He deflects it.
      Sparking wires pull out of the wall and begin to whip at the
      youth. Small tools and equipment come flying at him.
      Bombardment from all sides, Brock does his best to deflect
      everything, but soon he is bloodied and bruised. Finally, one
      machine glances off his shoulder and goes flying out the large
      window.  A fierce wind blows into the room, unmoving, stands the
      dark,  rocklike figure of Vader.
         A piece of machinery hits Brock and he is knocked out of the
      window.

INTERIOR: GANTRY -- OUTSIDE CONTROL ROOM -- REACTOR SHAFT

         Brock falls onto the gantry, rolls, and hangs over the edge,
      holding his deactivated sword in hand. He puts the sword on
      his belt and begins to scramble up.

         Elsewhere, Kabutops and Scyther face off.  Both of them are
      covered in dozens of cuts.  They Leer at each other one last
      time before flying at each other in a rage, blades flashing.

INTERIOR: CLOUD CITY -- CORRIDOR LEADING TO LANDING PLATFORM

         Misty, Gary, Chuie and the droids come round a corner and
      head for the door to the landing platform. They glimpse the
      Millennium Pidgeot for a moment before the door slams shut. The
      group ducks into an alcove as stormtroopers arrive at the end
      of the corridor. The troopers send a rain of laser bolts at
      the group. Chuie returns their fire as Gary punches
      desperately at the door's control panel.

GARY: The security codes has been changed!

TOGEPIO: Vultoo, you can tell the computer to override the security
system.

         Togepio points to a computer socket on the control panel.
      Vultoo beeps and scoots toward it. Gary meanwhile has
      connected up to the panel's intercom.

GARY: Attention! This is Gary Calrissian. Team Rocket has taken
control of the city. I advise everyone to leave before more Rocket
troops arrive.

         Vultoo takes off a computer cover and sticks his forepaw
      into the socket. Suddenly, a short beep turns into a wild
      scream. Vultoo's circuits light up, his head spins wildly, and
      smoke begins to seep out underneath him. Quickly, Chuie pulls
      him away.

GARY: This way.

         Gary, Misty, Vultoo, and Chuie flee down the corridor. As
      he scoots along with them, Vultoo sends some angry beeps
      Togepio's way.

TOGEPIO: Don't blame me. I'm an interpreter. I'm not supposed to know
a power socket from a computer terminal.

INTERIOR: CLOUD CITY -- CORRIDOR

         In a panic, Cloud City residents are trying to get out of
      the city. Some carry boxes, others packages. They run, then
      change direction. Some are shooting at stormtroopers, others
      simply try to hide.
         Other stormtroopers pursue Gary, Misty, and Chuie who are
      firing back at them. Vultoo works on another door to the
      landing platform while Togepio berates him for his seeming
      ineptitude.

TOGEPIO: What are you talking about? We're not interested in the
hyperdrive on the Millennium Pidgeot. It's fixed! Just open the door,
you stupid fox!

         Chuie, Misty, and Gary retreat along the corridor. A
      triumphant beep from Vultoo -- and the door snaps open.

TOGEPIO: (to Vultoo) I never doubted you for a second. Wonderful!

         Vultoo lays a cloud fog, obscuring everything, as the group
      dashes outside.

EXTERIOR: LANDING PLATFORM -- CLOUD CITY -- DUSK

         They race for the Millennium Pidgeot as a battalion of
      stormtroopers reaches the main door. Gary and Misty hold off
      the troops as the droids get on board with Chuie. As Chuie
      bounds to the ship the Togepio on his back, Togepio hits his
      head on the top of the ramp.

TOGEPIO: Ouch! Oh! Ah! That hurt, Bend down, you thoughtless...Ow!

         Chuie starts up the ship. The giant engines begin to whine
      as Gary and Misty race up the ramp under a hail of laser fire.

GARY: Misty! Go!

INTERIOR: MILLENNIUM FALCON -- CORRIDOR

         Vultoo drags the partially assembled Togepio down the
      corridor of the Pidgeot.

TOGEPIO: I thought that hairy beast would be the end of me. Of
course, I've looked better.

VULTOO: Vulpix...

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Chuie works the controls as Misty sits in Ash's seat and
      Gary watches over their shoulders. As Chuie pulls back on
      the throttle, the ship begins to move.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM -- DUSK

         The Millennium Pidgeot lifts gracefully into the twilight
      sky and roars away from the city. Troops fire after it and BAT
      fighters take off in pursuit.

INTERIOR: GANTRY -- OUTSIDE CONTROL ROOM -- REACTOR SHAFT

         Brock moves along the railing and up to the control room.
      Vader lunges at him and Brock immediately raises his lit sword
      to meet Vader's. Sparks fly as they duel, Vader gradually
      forcing Brock backward toward the gantry.

VADER: You are beaten. It is useless to resist. Don't let yourself be
destroyed as Oaki-Wan did.

         Brock answers by rolling sideways and thrusting his sword at
      Vader so viciously that he nicks Vader on the shoulder. The
      black armor sparks and smokes and Vader seems to be hurt, but
      immediately recovers.
         Brock backs off along the narrow end of the gantry as Vader
      comes at him, slashing at the young Jedi with his sword. Brock
      makes a quick move around the instrument complex attached to
      the end of the gantry. Vader's sword comes slashing down,
      cutting the complex loose; it begins to fall, then is caught
      by the rising wind and blown upward.
         Brock glances at the instrument complex floating away. At
      that instant, Vader's sword comes down across Brock's right
      forearm, cutting off his hand and sending his sword flying.
      In great pain, Brock squeezes his forearm under his left armpit
      and moves back along the gantry to its extreme end. Vader
      follows. Kabutops, looking rather battered, jumps down from a
      high pipe to join it's master.  It is covered in the yellow blood
      of a Scyther.  The wind subsides. Brock holds on.
      There is nowhere else to go.

VADER: There is no escape. Don't make me destroy you. You do not yet
realize your importance. You have only begun to discover you power.
Join me and I will complete your training. With our combined strength,
we can end this destructive conflict and bring order to the galaxy.

Brock: I'll never join you!

VADER: If you only knew the power of the dark side.  Oaki-Wan never told
you what happened to your father.

Brock: He told me enough! He told me you killed him.

VADER: No. I am your father.

         Shocked, Brock looks at Vader in utter disbelief.

Brock: No. No. That's not true! That's impossible!

VADER: Search your feelings. You know it to be true.

Brock: No! No! No!

VADER: Brock. You can destroy the Emperor. He has foreseen this. It is
your destiny. Join me, and we can rule the galaxy as father and son.
Come with me. It's the only way.

         Vader puts away his sword and holds his hand out to Brock.
         A calm comes over Brock, and he makes a decision. In the
      next instant he steps off the gantry platform into space. The
      Dark Lord looks over the platform and sees Brock falling far
      below. The wind begins to blow at Vader's cape and the torrent
      finally forces him back, away from the edge. The wind soon
      fades and the wounded Jedi begins to drop fast, unable to grab
      onto anything to break his fall.

INTERIOR: REACTOR SHAFT

         Suddenly Brock is sucked into an exhaust pipe in the side of
      the shaft. When Vader sees this, he turns and hurries off the
      platform.

INTERIOR: EXHAUST PIPE

         Brock tumbles through the exhaust pipe.
         He slides to the end of the slickly polished pipe and stops
      as his feet hit a circular grill and knock it open. Brock claws
      at the surface of the pipe, trying to keep from sliding out
      into space.

EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE -- DUSK

         Unable to hang onto the pipe, Brock tumbles out, emerging at
      the undermost part of Cloud City. Reaching out desperately, he
      manages to grab onto on electronic weather vane.

Brock: Oak...Oak, please!

         Brock tries to pull himself up on the weather vane but slips
      back down. He hooks one of his legs around the fragile
      instruments. All the while, a powerful current of air rushes
      out at him from the exhaust pipe.

Brock: Oak. Misty!

         There is an ominous cracking sound from the base of the
      weather vane and a piece breaks off, falling into the clouds
      far below.

Brock: Hear me! Misty!

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Misty seems to be lost in a fog, her expression troubled.
      Chuie is busy operating the ship. Gary stands next to the
      Raichee, watching a readout on the control panel.

MISTY: Brock...We've got to go back.

CHUPIKA: Pika?

GARY: What?

MISTY: I know where Brock is.

GARY: But what about those fighters?

CHUPIKA: Pi!

MISTY: Chuie, just do it.

GARY: But what about Vader?

         Chuie turns on Gary, the newcomer, with an ominous growl.

GARY: All right, all right, all right.

EXTERIOR: CLOUD CITY -- MILLENNIUM FALCON -- DUSK

         The Pidgeot makes a graceful banking turn back toward Cloud
      City.

EXTERIOR: CLOUD CITY -- LANDING PLATFORM

         Vader enters the landing platform and watches as the speck
      that is the Pidgeot disappears. The wind blows at his cape.
         He turns to two aides who are standing near the entrance to
      the landing platform.

VADER: Bring my shuttle.

EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE

         Nearly unconscious, Brock hangs upside-down on the weather
      vane as his body shifts in the wind.

EXTERIOR: MILLENNIUM FALCON -- BOTTOM OF CLOUD CITY

         The Pidgeot dives to the underside of the floating city.
      Three BAT fighter close in on the starship.

INTERIOR: MILLENNIUM FALCON

         Misty tries to remain calm.

GARY: (pointing out the cockpit window) Look, someone's up there.

MISTY: It's Brock. Chuie, slow down. Slow down and we'll get under him.
Gary, open the top hatch.

         Gary rushes out of the cockpit.

EXTERIOR: BOTTOM OF CLOUD CITY -- WEATHER VANE

         Brock hangs by one arm from the crossbar of the weather
      vane. He slips from the bar and grabs onto the pole of the
      vane as the Pidgeot banks toward him. The Pidgeot positions
      itself under Brock as Gary moves up through the opening of the
      hatch. Brock begins to slide and finally falls from the vane
      into space.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Out the cockpit window, Misty sees Brock falling from the
      bottom of the city. The ship gains on him.

MISTY: Okay. Easy, Chuie.

         The Pidgeot closes in on Brock.

EXTERIOR: BOTTOM OF CLOUD CITY

         Three BAT fighters race toward the Pidgeot, firing away.

INTERIOR: MILLENNIUM FALCON -- HATCH

         The hatch pops open with a hiss of pressure.  Gary and
      Bulbasaur step out, and Bulbasaur uses his vines to grab Brock
      and pull him into Gary's reach. Gary reaches out to help the
      battered warrior inside the ship.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Flak bursts all around it as the Pidgeot banks away from the
      city. Misty and Chuie struggle with the controls.

MISTY: (into intercom) Gary?

GARY: (over intercom) Okay, let's go.

EXTERIOR: BOTTOM OF CLOUD CITY

         The Pidgeot races away. It is closely followed by three BAT
      fighters, all of which keep up a heavy laser assault on the
      fleeing starship.  Charizard flames one of the BATs, but the other
      two break off, then continue the assault.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Explosions erupt all around the cockpit, buffeting the ship
      wildly. Chuie howls as he frantically tries to control the
      ship.
         Misty and Chuie turns to see Brock, bloody and battered,
      enter the cockpit supported by Gary. Misty jumps up and hugs
      him while Chuie barks in joyous relief.

Brock: Oh, Misty.

GARY: All right, Chuie. Let's go.

         Misty helps Brock from the cockpit as another huge blast
      rocks the ship.

EXTERIOR: SPACE -- CLOUD CITY -- DAY

         The Pidgeot, still followed by the three BAT fighters, races
      away from the cloud-covered city.

INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS

         Brock rests on a cot, his injured arm wrapped in a
      protective cuff. Misty gently wipes his face. The ship lurches
      again.

MISTY: I'll be back.

         She kisses him, then leaves the quarters.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         All over the ship muted alarm buzzers sound. Gary
      anxiously watches the flashing lights on the control panel and
      hurriedly adjusts some switches. Seated next to him, Chuie
      points out a new blip appearing on the panel. Misty, watching
      over their shoulders, recognizes the shape.

MISTY: Star Destroyer.

GARY: All right, Chuie. Ready for light-speed.

MISTY: If your people fixed the hyperdrive.

         Another explosion rocks the ship. Misty notices as a green
      light on the panel next to her flashes on.

MISTY: All the coordinates are set. It's now or never.

         Chuie barks in agreement.

GARY: Punch it!

         The Raichee shrugs and pulls back on the light-speed
      throttle. The sound of the ion engine changes...it is winding
      up. Faces are tense, expectant. But nothing happens, and the
      engine goes off. Chuie lets out a frustrated howl. The flak
      still violently rocks the ship.

GARY: They told me they fixed it. I trusted them to fix it. It's not
my fault!

         Chuie gets up from his chair and starts out of the
      cockpit. He gives Gary and angry shove as he storms past him.

EXTERIOR: SPACE

         In the distance the BAT fighters continue their chase,
      still shooting lasers. Vader's Star Destroyer moves behind
      them, determinedly following the Pidgeot.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

         Vader stands on the bridge looking out the window as
      Admiral Piett approaches him.

PIETT: They'll be in range of our tractor beam in moments, lord.

VADER: Did your men deactivate the hyperdrive on the Millennium
Pidgeot?

PIETT: Yes, my lord.

VADER: Good. Prepare the boarding party and set for your weapons for
stun.

PIETT: Yes, my lord.

INTERIOR: MILLENNIUM FALCON

         Beeping while he works, Vultoo is busy connecting some wires
      to Togepio who now has one leg attached.
         Chuie enters through the doorway, grunting to himself.

TOGEPIO: Noisy brute. Why don't we just go into light-speed?

         Vultoo beeps in response.

TOGEPIO: We can't? How would you know the hyperdrive is deactivated?

         Vultoo whistles knowingly.

TOGEPIO: The city's central computer told you? Vultoo-Detoo, you know
better than to trust a strange computer. Ouch! Pay attention to what
you're doing!

         Chuie is in the pit. She is trying to loosen something with
      an enormous wrench. Frustrated, sparks begin to fly from her
      cheeks.

Chuie: Pika...

INTERIOR: MILLENNIUM FALCON -- COCKPIT

Chuie: (offscreen) ...CHUUUUUUUUUU!

         Misty and Gary, seated in front of the control panel, are
      suddenly sprayed by a shower of sparks.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

         Vader stands on the bridge, watching as the Millennium
      Pidgeot is chased by the BAT fighters. As his Destroyer draws
      nearer, Vader's breathing gets slightly faster.

VADER: Brock.

INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS

         Brock realizes that Vader's ship is very near. He feels
      resigned to his fate. He senses that he is beaten, more
      emotionally than physically.

Brock: Father.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

VADER: Son, come with me.

INTERIOR: MILLENNIUM FALCON -- SLEEPING QUARTERS

Brock: (moaning) Oak, why didn't you tell me?

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Gary and Misty are at the controls of the Pidgeot.
      Meanwhile, in the ship's hold, Chuie continues to work
      frantically on the hyperdrive mechanism.

GARY: (into intercom) Chuie!

EXTERIOR: SPACE

         The Pidgeot races through space followed very closely by the
      BAT fighters and the huge Rocket Star Destroyer.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Brock enters the cockpit and looks out the window. He is
      almost unconscious with pain and depression.

Brock: It's Vader.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

VADER: Brock...it is your destiny.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

Brock: Oak, why didn't you tell me?

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

PIETT: Alert all commands. Ready for the tractor beam.

INTERIOR: MILLENNIUM FALCON -- HOLD

         Vultoo races to a control panel and starts working on a
      circuit board. Furious, Togepio stands on one leg, yelling.

TOGEPIO: Vultoo, come back at once! You haven't finished with me yet!
You don't know how to fix the hyperdrive. Chupika can do it. I'm
standing here in pieces, and you're having delusions of grandeur!

         Vultoo moves a circuit on a control panel. Suddenly, the
      control panel lights up.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Misty and Gary are thrown into their seats as the
      Millennium Pidgeot unexpectedly shoot into hyperspace.

INTERIOR: MILLENNIUM FALCON -- HOLD

         The ship tilts up and Vultoo topples into the pit on top of
      Chuie.

TOGEPIO: Oh, you did it!

EXTERIOR: SPACE

         The Pidgeot soars into infinity and away from the huge Star
      Destroyer which seems, by contrast, to stand still.

INTERIOR: VADER'S STAR DESTROYER -- BRIDGE

         Admiral Piett and another captain glance at Vader in
      terror. Vader turns slowly and walks off the bridge, his hands
      held behind his back in a contemplative gesture.

EXTERIOR: SPACE -- REBEL CRUISER

         The Millennium Pidgeot is attached to a huge Rebel cruiser
      by a docking tube. Rebel fighters move about the giant
      cruiser, and a Rebel transport ship hovers near the fleet.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

         Gary sits in the pilot's seat as he talks into the
      comlink. Chuie busily throws a variety of switches in
      preparation for takeoff.

GARY: (into comlink) Brock, we're ready for takeoff.

Brock: (over comlink) Good luck, Gary

GARY: (into comlink) When we find Snorlax the Hutt and that bounty
hunter, we'll contact you.

Cheerleaders:  Gary, Gary!  He'll save Ash!  That hunter's butt he's
gonna trash!

INTERIOR: STAR CRUISER -- MEDICAL CENTER

         Brock speaking into the comlink as a Chansey droid works on
      his hand. Misty stands near him while Togepio and Vultoo look
      out the window.

Brock: (into comlink) I'll meet you at the rendezvous point on
Pewterine.

INTERIOR: MILLENNIUM FALCON -- COCKPIT

GARY: (into comlink) Princess, we'll find Ash. I promise.

INTERIOR: STAR CRUISER -- MEDICAL CENTER

Brock: (into comlink) Chuie, I'll be waiting for your signal.

CHUPIKA:  Chaaa...

Brock: (into comlink) Take care, you two. May the Force be with you.

         Brock looks down at his hand. A metalized type of bandage
      has been wrapped around his wrist. The Chansey makes
      some adjustments in a tiny electronic unit, then pricks each
      one of Brock's fingers.

Brock: Ow!

         Brock wriggles his fingers, makes a fist, and relaxes it.
      His hand is completely functional.
         He gets up and walks over to Misty. There is a new bond
      between them, a new understanding. Misty is thinking about Ash;
      Brock is thinking about his uncertain and newly complicated
      future. Together they stand at the large window of the medical
      center looking out on the Rebel Star Cruiser and a dense,
      luminous galaxy swirling in space. Brock puts his arm around
      Misty. The droids stand next to them, and Togepio moves closer
      to Vultoo putting his arm on him. The group watches as the
      Millennium Pidgeot moves into view, makes a turn, and zooms
      away into space.

EXTERIOR: SPACE -- REBEL STAR CRUISER

         While Brock, Misty, and the droids stand, looking out the
      window of the star cruiser, two escort fighters join the large
      ship. Slowly, the cruiser turns and moves away into space.

DISSOLVE TO:

EXTERIOR: GALAXY -- SPACE


           END CREDITS FADE IN AND OUT OVER BACKGROUND

                             THE END

                           Directed by
                          IRVIN KERSHNER
                           Produced by
                            GARY KURTZ
                          Screenplay by
                LEIGH BRACKETT and LAWRENCE KASDAN
                             Story by
                           GEORGE LUCAS
                           Adaptation by
                       DAMIEN "SAMAS" HAILEY
                        Executive Producer
                           GEORGE LUCAS

                         STARRING
Brock Stonewalker                                       BROCK STONE
Ash Solo                                                ASH KETCHEM
Princess Misty                                          MISTY WATERFLOWER
Gary Calrissian                                         GARY OAK
Togepio                                                 TOGEPI
                           CO-STARRING

Rock Vader                                              FLINT STONE
Chupika                                                 PIKACHU
Vul-2-D2                                                VULPIX
Mew                                                     ITSELF

                         SUPPORTING CAST
Oak (Oaki-Wan) Kenobi                                   ALEC GUINNESS
A.J. Fett                                               A.J.
Gary's Aide                                             JOHN HOLLIS
Chief Ugnaught                                          JACK PURVIS
Snow Creature                                           PRIMEAPE
Performing Assistant for Mew                            KATHRYN MULLEN
Voice of Emperor                                        #150

                         Rocket FORCES

Admiral Piett                                           KENNETH COLLEY
General Veers                                           JULIAN COLLEY
Admiral Ozzel                                           MICHAEL SHEARD
Captain Needa                                           MICHAEL CULVER

                          Other Officers
      JOHN DICKS, MILTON JOHNS, MARK JONES, OLIVER MAGUIRE,
                    JESSIE, JAMES, ROBIN SCOBEY

                           REBEL FORCES

General Anthony                                         ANTHONY BALBOA
Zev (Rouge 2)                                           CHRISTOPHER MALCOM
Sabrina (Rouge 3)                                       SABRINA NATSUME
Hobbie (Rouge 4)                                        RICHARD OLDFIELD
Dak (Brock's Gunner)                                    JOHN MORTON
Abra (Wedge's Gunner)                                   ITSELF
Major Derlin                                            JOHN RATZRNBERGER
Deck Lieutanant                                         SAMURAI
Head Controller                                         JERRY HARTE

                          Other Officers
    NORMAN CASHCER, NORWICH DUFF, RAY HASSETT, BRIGITTE KAHN,
                          BERNELL TUCKER






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