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				HALO: THE MOVIE

				       By

				    Andrew W

			   Based upon the video game












               BLACKNESS:

               Over, the soft voice of CATHERINE HALSEY --

                                   HALSEY (V.O.) (CONT'D)
                         I remember...  I remember that day
                         on Eridanus Four...

               FADE IN:

               EXT.  PLAYGROUND - DAY (DREAM)

               Against a picturesque rural landscape.  Children run around. 
               Pitched GIGGLES fill the air.

                                   HALSEY (V.O.) (CONT'D)
                         It was a time when the skies were
                         still blue and the grass still
                         carried that gentle flow of a
                         summer's breeze...

               JOHN (5), lonely pair of eyes, sits on a set of swings.  The
               rungs CREAK lightly as they sway back and forth.

                                   HALSEY (V.O.) (CONT'D)
                         It was the day we met 1-1-7...

               John looks onwards to see a MAN and a WOMAN steadily
               approaching.  Both figures seem blurred out.  He climbs off
               the swing and takes steps to meet them.

                                   HALSEY (V.O.) (CONT'D)
                         And then they came...

               A strong gush of wind.  Everything around the boy stops.  The
               sun rapidly descends to the horizon, leaving an orange tan. 
               The children become lifeless silhouettes -- the Man and Woman
               including.

               Distant SCREAMING and GUNFIRE...  The scenery DISSOLVES into
               a raging battlefield.  The once serene landscape no more.

                                   HALSEY (V.O.) (CONT'D)
                         They came with their legions.  With
                         their crusade...

               The interspaced THUDS of a marching army.  Silhouettes of an
               insidious alien army crest into view.

                                   HALSEY (V.O.) (CONT'D)
                         They were the Covenant.  Our skies
                         became blackened by smoke, our
                         fields filled with the graves of
                         our dead...

               Now, the CRACKLE of thunder.

                                   HALSEY (V.O.) (CONT'D)
                         But something else was coming. 
                         Something much more terrifying than
                         the Covenant.

               John looks behind him.  Ominous clouds loom in the distance. 
               Piercing through is a blue HALO of light.  The blanket of
               clouds roll in...  and over John.  His eyes follow...  and
               this is where he sees HIM...

               Standing right before him at a seven-foot height.  Completely
               covered in MJOLNIR body-armor.  HIS CHEST rises and falls to
               every breath.  A HELMET with an amber visor.  He is a
               SPARTAN.

               The Spartan glares down at the boy with unseen intensity, his
               face reflecting off the amber visor.

                                   HALSEY (V.O.) (CONT'D)
                         But one will stand for mankind. 
                         Above the rest, one man will save
                         us all...

               The Spartan reaches down to snatch John...

               INT.  OBSERVATION ROOM

               A SPIKE BLIPS on a console screen.  SCIENCE OFFICER DAVIES
               stops rocking on his chair.

                                   DAVIES
                         Did you see that?

               Diligent SCIENCE OFFICER SAM busies away with a digital pad.

                                   SAM
                         See what?

                                   DAVIES
                         Thought I caught a spike there.

               Sam breaks from his pad and glances over the displays.

                                   SAM
                         Heart rate at 51 b-p-ms.  Neural
                         activity appears stable...  Maybe
                         it was a glitch.

                                   DAVIES
                         Yeah...  maybe.

               Sam resumes with the digital pad.

                                   SAM
                             (idly)
                         Or maybe he was dreaming.

                                   DAVIES
                         You reckon they dream?

               Sam stops with the pad again.  Looks at Davies.

                                   SAM
                         I...  don't know...

               The two share a gaze though the observation window and into
               the --

               -- CRYO CHAMBER.  A huge metallic mass fills the view. 
               Several pods extend from it.  Nitrogen gas swells at its
               base.

                                   DAVIES
                         Have you ever seen anything like
                         him?

                                   SAM
                         Can't say I have.

               INT.  HANGER

               Marines hustle, shifting artillery and equipment along
               loading ramps of PELICAN DROP-SHIPS -- the Hercules for space
               travel.

               WARTHOGS -- jeeps with mounted guns, SCREECH across the
               hanger floor and up the loading ramps.

               SERGEANT AVERY JOHNSON (40s), the nut-buster Sarge, overlooks
               the action from a walkway.

                                   JOHNSON
                         C'mon men, move like you've gotta
                         purpose.  The Covenant aren't gonna
                         wait around forever.

               PRIVATE WALLACE JENKINS (mid-20s), the still green trooper,
               lugs a crateful of ammo.  A FOOT snags on a cable and he
               spills the shells across the floor.  PRIVATE MENDOZA (30s), a
               guy who lives for action, stops behind him with his own
               crate.

                                   MENDOZA
                         Great going, dip-shit.

               Jenkins kneels down and attempts to shovel the loose shells
               back into the crate.  Many trickle back out.

                                   MENDOZA
                         C'mon, you're holding up the line.

               He prods Jenkins with his boot.

                                   JENKINS
                         Knock it off, Mendoza!

               Johnson peers over them from the walkway.

                                   JOHNSON
                         Without breaking up what fun you
                         girls were having, but can I ask
                         what's goin on down there?

                                   MENDOZA
                         Jenkins spilled a tank of the 50s.

                                   JOHNSON
                         I'm sorry but did you hear a
                         question in my statement?
                             (off Mendoza's
                              bewilderment)
                         You think I don't see the damn 50s
                         on the floor?

               Mendoza gets it and attempts to negotiate his way around
               Jenkins.  He slips on the loose shells and spills his own
               crate across the floor.

                                   JOHNSON
                         Oh, well done!  Which grade school
                         did the UNSC pluck you from?

               CORPORAL GRACE MURPHY (30s), an aspiring leader wearing a
               practiced toughness, rushes into view to help Jenkins with
               the shells.

                                   JOHNSON
                         Finally, a person with a bit of
                         initiative.

                                   JENKINS
                         Thanks Grace.

                                   GRACE
                         Don't sweat it.

               A well-worked CORPORAL JAKE MILLER (30s), the level headed
               trooper, steps out of a drop-ship's loading bay.  He rests
               against a bulkhead and watches Grace.

                                   JOHNSON
                         Miss Murphy, you need a mop for
                         that?

                                   GRACE
                         I'm good, sir.

                                   MENDOZA
                         I could do with one, Sarge.

                                   JOHNSON
                         Well if you reach up your ass,
                         Mendoza, you just might find one.

               Mendoza grins.  Johnson stomps across the walkway.

                                   JOHNSON
                         Shee'it.  And they said this was
                         gonna be a holiday camp compared to
                         Mars.

               INT.  KEYES' QUARTERS

               A HAND sets down two glasses and fills them up with bourbon.

                                   LANGLEY (O.S.)
                         You wouldn't believe the lengths I
                         had to get to for this single
                         barrel.  One of the finest --
                         distilled on Earth.

               A full-of-pride LT.  COLONEL FRANK LANGLEY (50s) picks up the
               glasses and takes them over to --

               CAPTAIN JACOB KEYES (50s), an old space dog.  Behind his
               desk, he mulls over a digital pad.  Langley sits one glass
               before him and proceeds to sip his own.

                                   LANGLEY
                         I know what you are thinking --
                         it's disregarding the Cole
                         Protocol.

                                   KEYES
                         I assume there's good reason.

               Langley turns to the window to watch the streams of stars
               whiz by in hyperspace.

                                   LANGLEY
                         The random hyperspace jump protocol
                         is just a countermeasure to prevent
                         the Covenant from finding Earth.  I
                         can assure you, Jacob, that those
                         coordinates will have no bearing on
                         giving away Earth's location.

               He glances at the untouched bourbon on Keyes' desk.

                                   LANGLEY
                         Go ahead, try it.

               Keyes places the pad down and picks up the glass.  He gives a
               passing glance to SGT.  MAJOR JAMESON (late 30s) on a couch. 
               Jameson carries that molded emptiness of a disciplined
               soldier.  Keyes downs the glass -- it hits the spot.

                                   LANGLEY
                         Has that kick doesn't it?  It's
                         rare to get something like this. 
                         Like everything else these days,
                         it's a depleting luxury.

                                   KEYES
                         Frank, my main priority is to
                         regroup and salvage what we can
                         from Reach.

                                   LANGLEY
                         You saw what it was like there,
                         planet Reach is the Covenant's now. 
                         Your ship was lucky to get out of
                         there with minimal loss.

                                   KEYES
                         We can't allow our last military
                         installation --

                                   LANGLEY
                             (interrupting)
                         This doesn't have anything to do
                         with Catherine Halsey, does it?

               Keyes isn't quick to respond.

                                   LANGLEY (CONT'D)
                         It's not like you to let your
                         emotions affect your judgment.
                             (re: the digital pad)
                         Besides, you know where those
                         orders come from.

               Keyes looks at the pad on his desk.

                                   LANGLEY
                         Oh, and I hear that one of her
                         experiments is onboard.

                                   KEYES
                         1-1-7 was the only Spartan to make 
                         it off Reach.

                                   LANGLEY
                         So not even the great Spartans
                         could protect Reach from the
                         Covenant.

                                   KEYES
                         Earth needs to be informed that our
                         last military research facility has
                         been breached.

                                   LANGLEY
                         All in good time, Jacob.

               He sips his drink.  A console BLEEPS.

                                   KEYES
                         Yes?

               CORTANA'S voice sounds through a desk intercom -- a voice
               practically identical to Halsey's from the beginning.

                                   CORTANA (FILTER)
                         Captain, we're reaching the
                         slipstream horizon for vector
                         coordinate entry.  ETA 15 minutes.

                                   KEYES
                         Thank you, Cortana.

               He rises from his chair, snatches the digital pad, and heads
               for the door.  As they slide open for him --

                                   LANGLEY
                         We will turn the tides of this war.

               Keyes stops to those words...  then continues on.  The doors
               slide shut behind him.  Jameson looks over to Langley and
               catches the reflection of his grin through the window.

               INT.  MESS HALL

               Rows of tables form a sea of hungry Marines.  Jenkins is at
               one table, fiddling with a miniature camera that clips over
               his ear.  He positions the viewfinder over his eye.

               CAMERA POV

               FOCUS IN on Grace sitting opposite, munching away.

                                   JENKINS (V.O.)
                         Check it out Grace, you're
                         streaming live on "Jenkins cam".

               Grace stops chewing, spots the camera, and immediately covers
               her face.  Jenkins CHUCKLES.  The POV shifts over to a hearty
               blonde -- PRIVATE JESSICA VALENTINE (mid-20s), and a
               despondent looking PRIVATE NICK YANG (mid-20s).

               Jessica nags away to Nick's ear as he stares vacantly away.

                                   JESSICA
                         You said in the Spring, then Spring
                         came.  Then you said Summer, and
                         Summer came.  Now it's Autumn... 
                         Is this your way of saying you
                         don't want to walk me down the
                         aisle anymore?

                                   JENKINS (V.O.)
                         Never a dull day on the Pillar --
                         not with the live soap operas.

               Nick sees the camera and grins at it.

                                   JENKINS (V.O.)
                         How're you doin, man?

               Jessica glares at the camera.  Jenkins' fingers twiddle back.

                                   JENKINS (V.O.)
                         Hey Jess.

               She immediately refocuses back on Nick.

                                   JESSICA
                         Are you even listening to me?

               The camera is on the move again.  Looks down between the rows
               of tables where a GIANT HAND suddenly obscures the view --

               BACK TO SCENE

               Mendoza palms Jenkins' camera aside.

                                   MENDOZA
                         Point that shit away from me.

               PRIVATE BISENTI (late 20s) is directly behind him, Miller
               further back.

                                   BISENTI
                         Hey, how's fire team cheerleader?

                                   MENDOZA
                             (to Nick)
                         They got you cleaning their panties
                         for them yet, laundry man?

               Nick flips him the finger.  Mendoza shoulders Jenkins aside
               as he leans across the table over to Grace and Jessica.

                                   MENDOZA
                         You girls decided to take me up on
                         that offer yet -- working out on
                         the Zero-G deck?  I'll let you take
                         turns on being top.

               Nick rises to object.  Jessica pulls him back down.

                                   MENDOZA
                         That's right, smart boy, do what
                         the wifey tells ya.

                                   NICK
                         Why don't you suck it, Mendoza?

                                   MENDOZA
                         Gotta find it first.

                                   GRACE
                             (clears her throat)
                         As tempting as your offer sounds,
                         Mendoza, but I'd rather sup jet
                         fuel.

                                   MENDOZA
                         C'mon, we all know that the pussies
                         onboard are only here to service
                         the guys during R&R.
                             (to Jenkins)
                         Even pussies like you.

               Jenkins looks away to avoid further eye contact with him.

                                   FEMALE VOICE (O.S.)
                         That a fact?

               Mendoza twirls around to find the tough SERGEANT LACY ADAMS
               (late 30s) with her food tray.  He immediately stiffens up.

                                   ADAMS
                         Well maybe for R&R, you can service
                         the ship's hull until I can see my
                         ass in it.  You want that, Marine?

                                   MENDOZA
                         No ma'am.

               Adams flashes Grace a wink before moving on with her tray.

                                   BISENTI
                             (chuckling at Mendoza)
                         Man, she really bitch slapped you.

               Mendoza narrows his eyes and moves on.  Bisenti follows. 
               Miller, however, saddles up next to Jenkins.

                                   MILLER
                         Mind if I join you guys?

                                   GRACE
                         Go right ahead, Jake.

                                   JESSICA
                             (re: Mendoza)
                         I can't see how you can put up with
                         being in the same team as that jerk
                         off.

                                   MILLER
                         Mendoza can have his moments.

                                   JENKINS
                         Yeah, one bowel moment for every
                         time he opens that mouth of his.

               Nick laughs.  The two slap hands.  Miller watches Grace chow
               down.

                                   MILLER
                         So Grace, I hear they're putting
                         you through for Sergeant.

                                   GRACE
                         Sarge's got me up on the
                         consideration roster...  along with
                         a few hundred other candidates.

                                   JESSICA
                         Yup, my girl's going ca-reer.

                                   MILLER
                         I'm sure you'll make a fine
                         Sergeant.

                                   GRACE
                             (smiling warmly)
                         Nice of you to say...

               The CLATTER of a food tray hitting the ground.  All eyes
               shift over to --

               -- Mendoza, covered in his own dinner.

                                   MENDOZA
                             (turning to who he
                              collided with)
                         Why don't you watch where you're
                         damn --

               It's Jameson.  Along with other hardened troops bearing the
               Orbital Drop Shock Troops (ODST) insignia.  Mendoza stiffens
               again.  Jameson eyes him.

                                   MENDOZA
                         So sorry, Major.  My fault.

               Jameson and his entourage hold glares on him for a beat... 
               then move on.  One ODST troop shoulder barges past Mendoza.

               Bisenti leans over to Mendoza's ear.

                                   BISENTI
                         Just ain't your day with the
                         superiors.

                                   MENDOZA
                         Shaddap.

               JENKINS adjusts his camera, trying the focus in on the ODSTs
               walking through the mess hall like schoolyard bullies.

                                   JESSICA
                         Those ODST nutjobs are always
                         causing a ruckus wherever they are.

               Miller watches Jenkins with his camera.

                                   MILLER
                         Is that for a documentary or
                         something?

                                   JENKINS
                         Kinda.  I know this guy who was at
                         Paris 4 -- got some real good
                         footage at what happened there. 
                         Channel Live back on Earth paid big
                         bucks for what he had.

                                   NICK
                         They'd censor it before it'd even
                         get aired.

                                   JESSICA
                         I wouldn't exactly call the police
                         action we've been in "the front".

                                   GRACE
                         We brushed it close on Reach, but
                         it was all over before breakfast.

                                   JENKINS
                         Yeah but notice the artillery we've
                         been racking up?

                                   MILLER
                         He's got a point.  The Lt.  Colonel
                         himself doesn't make these kinds of
                         appearances without good reason.

                                   GRACE
                         Do you know who else we've got
                         onboard?

               All eyes are on Grace.

                                   GRACE
                         The Master Chief.

                                   JESSICA
                         Really?

                                   JENKINS
                         No way.

                                   MILLER
                         Is that a fact?

                                   GRACE
                         Uh huh.  Pulled him off from Reach. 
                         He was the only one to make it. 
                         We've got him on the cooler right
                         now.  I can't believe it -- we have
                         a living legend on the Pillar.

                                   MILLER
                         I wouldn't exactly bank him on our
                         survival.

                                   GRACE
                         Are you kidding?  It's not everyday
                         you get to be in the presence of
                         people like the Chief.

                                   JENKINS
                         I heard he leveled an entire
                         Covenant battalion single-handedly.

               Nick chortles with his drink.

                                   JESSICA
                         No man can handle a battalion.

                                   JENKINS
                         Haven't you heard...?  He-ain't-no
                         man.

                                   NICK
                         Well Grace does have a thing for
                         mechanical substitutes, just never
                         thought it'd be the Chief.

                                   JESSICA
                             (elbowing Nick)
                         Hey, watch it!

                                   JENKINS
                         Yeah watch it, man.  She'll be
                         replacing you with one soon.

                                   JESSICA
                         What makes you think I haven't
                         already?

               Grace and Jenkins laugh as Nick chews on the remark.

                                   MILLER
                         Well if he's some hero, how come he
                         led an entire company to their
                         deaths on Epsilon 4?

               The comment dampens the mood across the table.

                                   GRACE
                         Yeah?  And where'd you hear that?

                                   JENKINS
                             (muttering to Jake)
                         Back away, man -- whilst you still
                         can...

                                   MILLER
                         Just something I heard.

                                   GRACE
                         Sounds cock and bull.  I'll tell
                         you, one guy gets a stripe, another
                         tells everyone else how it
                         should've been him.

                                   MILLER
                         Well...  I just think that people
                         like that try to become heroes by
                         gambling the lives of others,
                         hoping to get lucky.  I wouldn't
                         put myself on the line for that
                         kind of person.  If it's a stripe
                         they want, they should just get
                         themselves shot in the foot or
                         something. 
                         At least that way they get to go
                         home with their lives intact.

                                   GRACE
                         Jake, that is the song and dance of
                         someone who only looks after number
                         one.  We need people to step up and
                         take those kind of risks -- put
                         themselves on the line to save
                         countless of others.

               Grace rises with her food tray.

                                   GRACE (CONT'D)
                         Now THAT'S what people like the
                         Master Chief do.

               She moves off with her food tray.  Jessica rises and follows
               after her.  Miller watches with a sigh.

                                   NICK
                         Great going, Jake.

                                   JENKINS
                         Yeah, real smooth...

               EXT.  SPACE

               A tear in space appears.  A giant star-cruiser streams
               through the fissure.  The side bears a military insignia:
               "UNSC", along with the name: "PILLAR OF AUTUMN".

               Tiny windows along the hull emit dots of lights.  Awed faces
               are pressed against them, all staring at --

               A colossal RING PLANET.  It out-sizes the now tiny looking
               star-cruiser by several thousand lengths.  The artificial
               piece of structure spins serenely.  The inner-side breathes
               an atmosphere similar to Earth.

               INT.  MARINE QUARTERS

               Grace lies on a lower bunk, staring up to a PHOTO attached to
               the upper bunk.

               INSERT PHOTO: A MAN and a five year-old GIRL.  Both smiling.

               Jessica yaps away on the upper bunk --

                                   JESSICA
                         I really don't get him sometimes. 
                         He proposes, gives the "how I want
                         to spend the rest of my life with
                         you" speech, but when it comes to
                         setting an actual date...?  I
                         dunno, pops reckons he's a sack of
                         shit taking me for a ride...  Maybe
                         I should cut my losses.  I mean --

               She peers over to Grace.

                                   JESSICA
                         Seriously, you know what it's all
                         about.  Is it really worth it?

               Grace glances at the photo.  A smile forms.

               Commotion as Marines roll out of their bunks and wander to
               the edge of the deck.  Jessica and Grace exchange inquisitive
               looks.  They climb out and wander after them.

               The two traipse to a gathering at the deck end.  They all
               peer through the windows to the huge ring planet.

                                   GRACE
                         What...  on Earth...

               INT.  PILLAR OF AUTUMN BRIDGE

               The bridge crew fixate on a giant view screen displaying the
               same ring-shaped construct.  Keyes watches uneasily from
               behind the Captain's console.

                                   KEYES
                         Cortana, what is that?

               Cortana's voice sounds through the console speaker.

                                   CORTANA
                         Unknown Captain.  The structure is
                         ten thousand kilometers in
                         diameter.  Sensors detect an oxygen
                         and nitrogen enriched atmosphere on
                         the inner-side of the ring.

               Keyes glances at Langley who is glued to the main screen.

               A bridge console BLIPS.  ENSIGN LOVELL scans his screens.

                                   LOVELL
                         Sir, we're picking up a signature.

               Keyes screws his eyes.  He checks the displays on his
               console.  A look of disbelief emerges.

                                   KEYES
                         Impossible.  Cortana, were we
                         followed?

                                   CORTANA
                         Negative.  Sensors didn't read any
                         ships on our tail.  We made a clean
                         jump.

               Keyes looks at Langley for answers.  Langley stares back with
               a blank face.

               ENSIGN PETERSON reads his displays.

                                   PETERSON
                         Confirmed!  Signature is a Covenant
                         cruiser.

                                   LOVELL
                         She's coming about.

                                   KEYES
                         Evasive maneuvers!

               EXT.  SPACE

               A COVENANT CRUISER, similar class to the Pillar of Autumn,
               hangs adrift in the ring planet's orbit.  Side thrusters kick
               in, the ship yaws to face the Pillar of Autumn.  Plasma
               arrays along the Covenant ship power up --

               The Pillar of Autumn banks away --

               Plasma beams stream out from the Covenant arrays --

               -- and SHEAR across the aft of the Pillar's skin --

               INT.  PILLAR OF AUTUMN

               Explosions rupture deck passageways.  A wave of fire engulfs
               Crewman and Marines.

               INT.  PILLAR OF AUTUMN BRIDGE

               The bridge rumbles.

                                   LOVELL
                         We just took a direct hit.  Heavy
                         damage on the aft decks 15 to 20.

                                   KEYES
                         Return fire.

               EXT.  SPACE

               The Pillar of Autumn lines up with the alien ship.  Several
               beams cut across space to rip a gash in the Covenant ship.

               A beat...

               Now, like bees leaving their nest, an almost infinite number
               of Covenant ships swarm from the cruiser.

               INT.  PILLAR OF AUTUMN BRIDGE

               The bridge crew watch the main screen with dazzled faces.

                                   KEYES
                         Bring everyone to Combat Alert
                         Alpha!

               The bridge crew snap into action.  Fingers fly over console
               keys.  Verbal commands fire through headset mikes.

               Langley crosses his arms with an unsettled look.

               EXT.  SPACE

               Squadrons of UNSC fighters take flight from the Pillar's
               launch bays and engage the wave of Covenant ships --

               A CLASH.  Interspaced explosions flicker throughout the
               combat zone.  But the Covenant's ships overwhelm the UNSC as
               many break through the defense line and make a heading for
               the Pillar of Autumn.

               GUN TURRETS along the ship's hull kick into action.  Strings
               of fighters are taken down.  But there's still too many.

               INT.  MARINE QUARTERS

               A running mayhem.  Marines struggle to stay steady along the
               shaky deck.  Grace laces up her boots.  Jessica zips up her
               fatigues.  Adams briskly passes by.

                                   ADAMS
                         Make a move you two.

               Grace peels the photo of the man and little girl from the
               bunk and tucks it into her helmet.  She hurries after Adams
               along with Jessica.

               EXT.  SPACE

               Three Covenant boarding ships glide along the Pillar's hull. 
               A gun turret swivels over and BLASTS one to pieces.  The
               other two clamp down onto the ship's exterior.

               INT.  DECK PASSAGEWAY #1

               A bulkhead BLOWS open.  A GRUNT -- looks like a 5-foot
               walking turtle in its environmental suit, waddles through the
               hole with a plasma gun.  It makes sniveling gremlin-like
               noises and waves others over.

               Three more Grunts make their appearance along with an 8-foot
               alien warrior with a plasma rifle -- an ELITE.  The Elite's
               mouth splits open four ways and lets out a deep ROAR.

               INT.  PILLAR OF AUTUMN BRIDGE

               PETERSON, ENSIGN WANG and ENSIGN SINGH scan their screens.

                                   PETERSON
                         Sir, we have a hull breach on decks
                         14 and 15.

                                   SINGH
                         We have a breach on section H.

                                   WANG
                         We have a breach on lower deck 20.

               Keyes' face tightens.

                                   KEYES
                         They're boarding...

               INT.  WEAPONS BAY

               A PRIVATE stands by a rack of MA5B assault rifles.  A queue
               of Marines in flak jackets and helmets sweep by to take a
               rifle.  Another PRIVATE dishes out two grenades.  A readied
               Sergeant Johnson drills past the Marines.

                                   JOHNSON
                         For those who haven't popped their
                         cherry yet, now's the perfect time. 
                         The Covenant are coming in hot.  So
                         let's show our gatecrashers some
                         hospitality.

               INT.  DECK PASSAGEWAY #1

               A stack of storage containers form a makeshift barricade. 
               Marines wait by with their rifles.

               Down the passageway, amidst the development of swelling
               smoke, several Covenant Grunts make their appearance.  The
               Marines open fire.

               INT.  DECK PASSAGEWAY #2

               Adams, Grace, Jenkins, Jessica, and Nick jog down the
               passageway.  Jessica and Nick adjust their flak jackets.

                                   GRACE
                         Sarge, where're we going?

                                   ADAMS
                         The Covenant are coming in through
                         the outer hull.  We need to repel
                         boarders.

               Nick watches Jenkins adjust his camera's viewfinder.

                                   NICK
                         You serious with that thing?

                                   JENKINS
                         Hey man, this is where the cash
                         start rolling in.

               INT.  DECK PASSAGEWAY #3

               A FEMALE SERGEANT and her team use bulkhead ridges as cover.

               An EXPLOSION tears a hole.  Covenant troops stagger through.

               The Marines open fire.  Two Grunts are immediately gunned
               down -- one has a pulsing plasma grenade.  The grenade slips
               out of its hand and sticks to another Grunt.  The Grunt
               feverishly tries to shake it away but it's firmly stuck on.

                                   MARINE SERGEANT
                         Fire in the hole!

               The Marines brace for cover as the grenade discharges and
               RIPS AWAY the attached Covenant boarding ship.  The vacuum
               sucks the Covenant boarding party out.

               The Marines clamp down.  One Marine loses grip and is sucked
               out into space.

               A SIREN BLARES.  Airlock doors RAIL down and seal the
               breached section.

               The Marines drop to the ground and pant in relief.

               INT.  MESS HALL

               A heavy firefight.  A dozen Marines hold down the fort, using
               tables for cover as Covenant troops filter through the end
               doors.  Miller, Mendoza, and Bisenti are here.

               A Marine gets a plasma blast in the shoulder.  He hits the
               ground and screams in agony.

               Another Marine attempts to retrieve him...

               A Grunt fires its NEEDLER GUN.  PINK CRYSTAL SHARDS shoot
               from the muzzle and stream into the air.  They home in on the
               Retrieving Marine and punch through his flak jacket.

                                   MILLER
                         Take cover!

               Everyone takes cover as the impaled crystals explode, blowing
               chunks off the Marine.

               The Covenant troops part way to allow TWO GOLIATHS through --
               HUNTERS!  Covered in plated armor.  Massive shields.  Fuel
               Rod Gun attached to one arm.  They're walking tanks.

               The Hunters stomp forwards.  Marines open fire on them. 
               Bullets merely ping off their heavy duty armor.  One Hunter
               builds up speed...  ready for a charge...

               Miller hollers out --

                                   MILLER
                         Fall back!

               The Hunter rockets across the mess hall, SMASHING tables and
               chairs into the air.  The Marines back away towards the mess
               hall doors.  A flying steel table wipes out two Marines.

               The other Hunter aims its gun out.  A green glow develops... 
               before a humongous blast of plasma JETS out and --

               -- rips through a Marine's chest.  The remaining Marines back
               through the doors.

               OUTSIDE THE MESS HALL

               Miller whacks the door panel.  The doors seal shut.  He
               punches in a set of keystrokes.  The panel lights up red.

               The Marines back-peddle to a T-junction where another
               firefight is in progress.  Johnson heads up the Marines --

                                   MILLER
                         Sir, we've just lost section D,
                         deck 7.

                                   MENDOZA
                         These bastards are coming through
                         the walls like termites.

                                   BISENTI
                         Let's bail this outfit, Sarge.

               Johnson scans over their position.  Covenant soldiers seem to
               keep coming non-stop at the end of the hallway.

                                   JOHNSON
                         Shit...  Al-right, I hear a fat
                         lady singin' somewhere.  So let's
                         back up to secondary defensive
                         positions!

               The Marines shift from their positions and arrange a passive
               formation.  As they drop back through a blast door --

               An explosion along a bulkhead sets a Marine on fire.  He
               SCREAMS.  Another Marine tries to put him out.  Overheads
               suddenly CRASH down on the two.

               An alarm BLARES.  The blast door rails down, separating the
               Marines -- Johnson, Miller, Bisenti and a dozen at one end,
               Mendoza and several others at the other.

               Johnson SLAMS a fist against the blast door.

                                   JOHNSON
                         God-damn...

               It's no good.  He presses on up the passageway.

                                   JOHNSON
                         Let's keep goin'!

               The others follow.  Bisenti backs away with his eyes firmly
               on the blast door.  He finally turns and follows the others.

               ON THE OTHER SIDE

               A frightened Marine pounds the blast door a few times.

                                   FRIGHTENED MARINE
                         What do we do, man?

               Mendoza slots in a fresh piece of gum into his mouth.

                                   MENDOZA
                         I dunno, but I ain't goin out like
                         some punk.

               He cocks his rifle and heads back down the passageway.  The
               other Marines follow.

               INT.  PILLAR OF AUTUMN BRIDGE

               Numbers roll down before Keyes' eyes on his displays.

                                   CORTANA
                         Captain, we've just lost our
                         primary thrusters...

                                   KEYES
                         We're a sitting duck.

                                   CORTANA (CONT'D)
                         I'm reading fire on multiple decks. 
                         I've lost main controls for
                         sections D, E, and G.  There are
                         47...  no, 48 hull breaches.  We're
                         losing superstructure stability.

                                   KEYES
                         What are your calculations,
                         Cortana?

                                   CORTANA
                             (beat)
                         Less than 3 percent, sir.

               Keyes hisses.  He sweeps across his bridge crew's faces. 
               They all look back at him, awaiting their next command.  He
               then looks at Langley.  Langley holds a firm gaze upon him.

                                   KEYES
                         Commence Cole Protocol Article 2.

                                   CORTANA
                         Aye-aye, Captain.

               The bridge crew exchange concerned looks upon hearing this. 
               Peterson adjusts his mike.

                                   PETERSON
                         Beginning evacuation sequence.

               INT.  DECK PASSAGEWAY #6

               The lighting shifts to a flashing red strobe.  Sirens BLARE.

               Marines stop shooting to acknowledge it.  One Staff Sergeant
               hand signals his fellow Marines.  They fall back.

               INT.  PILLAR OF AUTUMN BRIDGE

               Jameson and a couple of armed ODSTs approach Langley.

                                   JAMESON
                         We're ready for you, Colonel.

               Langley promptly follows them out.  Doesn't care to look
               back.  Keyes watches him exit, then focuses on his console.

                                   KEYES
                         Cortana, patch me through to cryo
                         two.

               INT.  OBSERVATION ROOM

               Something SLAMS repeatedly against the other side of the
               door.  A nervous Davies stands by with a handgun.  Sam is by
               an intercom.

                                   SAM
                         We can't hold out, Capt'n.

                                   KEYES (FILTER)
                         Bring 1-1-7 out of the cooler.

                                   SAM
                         No can do, sir.  Recovery is barely
                         80%.  I don't know if he's even
                         stable.

                                   KEYES (FILTER)
                         Just do it, Sam.

               A massive dent appears on the door, edges crimple in.  An
               ALIEN HAND feels through the gap.  Davies looks over to Sam.

                                   DAVIES
                         Oh God...

               Sam looks at his consoles in reluctance.  He then proceeds to
               punch keys.  Along the screens, display bars fill up --

                                   SAM
                         Initiating quick thaw.

               INT.  CRYO CHAMBER

               The central mass starts to move.  Lights around it flicker
               on.  Pressurized gases exhaust out.

               A cryo-tube ejects.  A mechanical arm brings it about to an
               upright position.  Only fog can be seen through the glass. 
               The tube cover opens and releases a cloud of nitrogen gas...

               A FIGURE stumbles out.  Lands on his HANDS AND KNEES.  In
               full Mjolnir body armor.  Patches of it scolded with burns. 
               AMBER VISOR of his helmet reflects the entire chamber...

               A moment...  and HE picks himself up.  Standing incredibly
               tall.  He is a SPARTAN.  And he is the MASTER CHIEF.

               His head tilts up to the observation room window.  A set of
               MUFFLED SCREAMS from within followed by gunfire flashes.  The
               observation window clouds with a web of cracks.

               The Master Chief turns to the chamber door...

               INT.  BRIDGE

               Keyes looks to his bridge crew.

                                   KEYES
                         Okay people, you know the evac
                         procedures.

               The bridge crew stare at him with reluctance.  Then, one-by
               one, they shuffle away from their post and exit the bridge.

               Keyes draws out a handgun.  Cocks it.

               INT.  DECK PASSAGEWAY #7

               Adams, Grace, Jenkins, Jessica, and Nick are locked down in a
               firefight along with another team of Marines.

               At the other end of the passageway, portable plasma shields
               form an impenetrable cover for the Covenant soldiers.  Grunts
               and Elites peer round and blast away.

               A Marine in the open is struck down.  Grace attempts to
               retrieve him.  Adams grabs her collar and yanks her back into
               cover just as plasma fire whiz by.

                                   ADAMS
                         Stay sharp, Grace!

               Grace, sweating from the near miss, returns a nod.

               A Grunt waddles into the open and hurls a plasma grenade.  It
               sticks to a Marine.  He flails in an attempt to remove it.

                                   FLAILING MARINE
                         Get it off-a me!

               The grenade EXPLODES, rips the Marine apart, and engulfs the
               area in a blinding blue light.  Nick drops to the ground with
               his hands over his eyes, SCREAMING.

               Jessica rushes to his side and peels his hands away.

                                   JESSICA
                         Let me see, let me see!

               His eyes are bloodshot red.

                                   JESSICA
                         Don't worry, you'll be okay.

               She helps him to his feet.  Adams halts firing.

                                   ADAMS
                         Everybody, fall back!

                                   GRACE
                         Let's go, let's go.

               The Marines break off their engagement and retreat.

               A bulkhead suddenly EXPLODES, swallows up a Marine, and fills
               the place with smoke.  The blast throws Jenkins to the
               ground.  He loses his handgun -- it slides along the floor.

               A HAND intercepts and picks it up.  Jenkins looks up to whom
               the hand belongs to --

               THE MASTER CHIEF towers over him.  Surrounding Marines freeze
               and gasp to the very sight of him.

               Two Grunts emerge through the smoke.  The Master Chief
               promptly drills a bullet into each of their skulls.  They
               drop instantly.  He then presses on down the passageway. 
               Jenkins frantically adjusts his camera on him.

               GRAINY CAMERA POV

               The Master Chief disappears into the smoky haze like some
               elusive sasquatch.

               BACK TO SCENE

               Jenkins is stunned to what he just saw.  Grace hoists him to
               his feet.

                                   GRACE
                         C'mon, Jenkins!

               The Marines continue their retreat.

               INT.  LIFEBOAT DECK #1

               Marines and personnel rush through airlocks leading to the
               space lifeboats.  STAFF SERGEANT MYERS waves them to hustle.

                                   MYERS
                         Come on, double time!

               The first lifeboat fills up.  A Marine gives the thumbs up.

                                   LIFEBOAT #1 MARINE
                         Good to go!

               Myers bangs a button next to the airlock door.  The door
               SLAMS shut.  The lifeboat EJECTS into space.

               The next lifeboat fills up.  Another thumbs up.

                                   LIFEBOAT #2 MARINE
                         Good to go!

               Myers hits another button.  The airlock door slams shut.  The
               lifeboat EJECTS.

               As the third lifeboat fills up --

               -- the FIRST AIRLOCK door implodes and crushes a bolting
               Marine.  Covenant soldiers appear through the doorway.

                                   MYERS
                             (thrown)
                         Son of a...

               He raises his rifle and opens fire.

               EXT.  SPACE

               Lifeboats spit out along the length of the Pillar of Autumn. 
               Covenant Fighters stream by to them pick off.

               AN EJECTING LIFEBOAT SLAMS into one of the Covenant ships.

               ANOTHER LIFEBOAT makes a clean detachment.  A Covenant
               boarding ship glides over to take its place.  It clamps down
               onto the airlock door.

               The reams of ejected lifeboats sail past the net of Covenant
               fighters.  Thrusters flare up and, in unison, they jet
               towards the giant ring planet.

               INT.  PILLAR OF AUTUMN BRIDGE

               Keyes, now alone on the bridge, mans his console.  Something
               catches his peripheral as he raises his handgun at it --

               It's the Master Chief, heading over.  Keyes lowers the gun.

                                   KEYES
                             (reading the displays)
                         The Covenant has overwhelmed us. 
                         We didn't really have much of a
                         chance.

                                   MASTER CHIEF
                         What are my orders?

               Keyes taps a few keys on the console.  A blue crystal
               embedded within an electronic unit ejects.  He detaches it
               from its cradle and hands it over to the Master Chief.

                                   KEYES
                         There are a few lifeboats left on
                         deck 28.  Take Cortana with you --
                         a ship's AI absolutely cannot fall
                         into the Covenant's hands.

               The Master Chief takes it and places it onto his wrist.  A
               clamp develops and tightens around his wrist.

                                   KEYES
                         Get our men out of here.  Contact
                         Earth, tell them what happened to
                         planet Reach.

               He looks upon the Chief like a father would to his son.

                                   KEYES
                         Chief, you're the last Spartan...
                             (he offers a reassuring
                              smile)
                         I have every confidence in you.

               The Master Chief stays put as if waiting more from Keyes.

                                   KEYES
                         Don't worry about me, I'll catch
                         up.  Now you have your orders.

               The Master Chief tips a nod and makes his way back out.

               Keyes looks to the main display -- at the Covenant star
               cruiser.  He punches a few keys on his console.  One of the
               displays reads: "VECTORS CONFIGURES.  COLLISION WARNING."

               INT.  LIFEBOAT DECKS

               Adams and her team jog along the now seemingly abandoned
               deck.  Jessica shoulders Nick's arm and helps him along.  He
               stops, unhooks his arm from Jessica and rubs his eyes.

                                   JESSICA
                         You okay now?

               He blinks a few times before gripping his rifle tightly.

                                   NICK
                         Yeah, I'm good.

               The Marines glance at every passing airlock.  The lifeboats
               have already ejected.

                                   JENKINS
                         They've bailed out.  They've left
                         us, man!

                                   GRACE
                         Pipe down, Jenkins.

                                   ADAMS
                         The lower decks may still have some
                         lifeboats left.

               They reach a passageway intersection.

               An airlock door behind them blows open and bashes against a
               bulkhead.  Covenant Grunts and Elites straggle into view.

               The Marines waste no time and immediately disappear out of
               view down one passageway.

               INT.  LOWER DECKS

               The Master Chief treads along a passageway carpeted with
               Covenant and human bodies.  He sees an MA5B rifle.

               He reaches down, tugs it free from a dead Marine, snatches a
               few magazines from his jacket, and cocks the rifle.  He
               instinctively aims it down the passageway...

               THREE GRUNTS AND AN ELITE wander into view at a juncture.

               The Master Chief POPS a round into each Grunt's skull.  The
               Elite spins to face their assailant.  The Master Chief clamps
               down the trigger and delivers a rapid burst of rounds.

               Bullets pound into the Elite's chest.  It collapses into heap
               of smoking mess.

               In one smooth action, the Master Chief ejects the exhausted
               magazine and slots in a fresh one.  He lowers the rifle and
               presses on.

               INT.  FINAL LIFEBOAT DECK

               Adams and her team run along another empty deck, continually
               scrutinizing each airlock door.  They've all punched out!

               Grace catches a glimpse of a Marine further along the deck --
               He disappears through the final airlock.

                                   GRACE
                         I see one!

               The Marines bolt for the airlock.

               INT.  LIFEBOAT

               Adams and her team stumble onto the escape pod.  A pilot and
               several Marines strap themselves in.  Mendoza is here too. 
               He looks at Grace, smiles, and indicates to a seat next to
               him.

                                   MENDOZA
                         Saved a seat for ya.

                                   GRACE
                         I'd rather take my chances with the
                         Covenant.

               She takes a different seat along with Jenkins, Jessica, and
               Nick.  Adams inspects the passengers.

                                   ADAMS
                         Has all ship personnel been
                         accounted for?

               Blank expressions all around.  They don't care and continue
               to buckle up.

               They suddenly freeze as something makes an appearance by the
               airlock door.  Heads turn to --

               -- A GRUNT, gripping a plasma grenade, pulsing with a blue
               hue.  It CACKLES an alien remark.

               The Marines GASP -- they're all gonna go out like punks...

               GUNFIRE suddenly drills the Grunt's flank and flings it
               aside.  It hits the floor, hand still gripping the flashing
               grenade.  The blue strobe picks up speeds.

               The Master Chief steps into view by the airlock door. 
               Stunned faces all around.  The Chief wastes no time and
               promptly heads for the lifeboat controls.  He throws a
               switch.  The airlock door slams shut and --

               EXT.  SPACE

               The lifeboat ejects.  A blue haze blooms from the just
               departed airlock.  The lifeboat makes a clean break and
               blasts towards the ring planet.

               As it cuts into the ring planet's stratosphere --

               INT.  LIFEBOAT

               Strong turbulence.  Tense faces at the white-knuckle ride.

               The Master Chief stands calmly, gripping the overhead rails. 
               His visor reflects the flames rolling off the windshield.

               The LIFEBOAT PILOT throws the actuators --

               EXT.  RING PLANET'S ATMOSPHERE

               A series of airbrakes hydraulically kick in, but snap off
               before they can fully deploy --

               INT.  LIFEBOAT

               A warning signal BLARES.  The shaking subsides, the view
               through the windshield clears.  There are clouds...  then the
               ground...  rapidly closing in on a nose dive...

               The Lifeboat Pilot pulls the stick as hard as he can.  But
               the earth grows larger and larger...

                                                             BLACKNESS:

               FADE IN:

               INT.  WHITE LIMBO (DREAM)

               John -- the same boy from the beginning, stands by, rubbing
               tears away.  A slender WOMAN in a lab coat fades into view
               before him.  Brown hair, her face out of view.  A nametag
               reads: "HALSEY".  She kneels down to the boy's height.

                                   HALSEY
                         There, there, no need to cry?  Have
                         you been fighting with the others
                         again?

               John shakes his head, but we can clearly see bruises on his
               knuckles.

               LINDA (5) -- blonde pigtails, fades into view behind him. 
               She carries the same desolate eyes as John...

               EXT.  EPSILON 4 - DAY (DREAM)

               A SPARTAN HELMET rests on a blanket of snow.  We hear comms--

                                   MALE VOICE (FILTER)
                         Orders were for you to withdraw. 
                         We cannot support you.  I repeat,
                         we cannot support you.

                                   FEMALE VOICE (FILTER)
                         We don't have 5 minutes, Chief. 
                         Fall back while you still can... 
                         CHIEF!

               THE AMBER VISOR of the helmet reflects a ravaged urban
               battlefield.  Figures bolt across.  One of them --

               THE MASTER CHIEF -- in full Mjolnir armor.  He charges
               through a gauntlet of gunfire with a few dozen Marines.  Many
               are cut down by whizzing plasma fire.

                                   MASTER CHIEF
                             (into collar microphone)
                         Linda!  Linda!

               A plasma mortar SMASHES into the ground and hurls his body
               several meters to the side.

               THE MASTER CHIEF'S EYES, visible through the cracks in his
               visor.  They stare upwards at the planet's suns.  Lids
               flutter, blinking twitches of flickering life.  They sink...

                                   MALE VOICE (V.O.)
                             (whispering)
                         John...

               INT.  LIFEBOAT - DAY (PRESENT)

               The Master Chief jolts to an upright position.  A Marine lies
               on top of him with a snapped neck.  Sparkling wires dangle
               from above.

               The Master Chief rolls the body and pulls himself up.  He
               turns to a light at the rear of the lifeboat.

               EXT.  HALO - DAY

               The Master Chief steps out of the lifeboat -- one hand grips
               an MA5B rifle, the other clips a couple of grenades to his
               belt.  Before him --

               Grass, trees, rock faces -- we could well be on Earth. 
               Flaming wreckage scatter along the lifeboat's crash trail. 
               Several Marines lie on the floor, some dead, others GROANING
               last breaths of life.

               The Master Chief heads along the trail.  He passes by a
               barely living Adams as she tries to reach out to him.

               The Master Chief stops at a cliff edge.  The visor on his
               helmet reflects the awesome landscape.  The length of the
               ring planet curves up into the sky at the horizon.  The sky
               carries a melded color of blue and purple.  A blue planet
               hangs like a moon.  A brilliant white sun provides the light.

               The Master Chief looks at the unit on his wrist.  He fingers
               it.  A purple, pint-sized hologram of a SLENDER WOMAN (30s)
               materializes.  She stretches out.  This is CORTANA.

                                   CORTANA
                         Whew, I was wondering how long I
                         was going to be cooped up in there.

               She looks up to the Master Chief.

                                   CORTANA
                         Ah, Spartan 1-1-7.  I hope you
                         didn't mind but I took the liberty
                         of scanning your biometrics.  You
                         must have taken quite a beating
                         down there on Reach --

                                   MASTER CHIEF
                         Doctor Halsey?

                                   CORTANA
                         Did you hit your head back there
                         'cause you're confusing me with the
                         wrong gal?  I guess creators like
                         to remodel themselves in their work
                         -- it's an ego thing...  It's been
                         a while hasn't it, Chief?

                                   MASTER CHIEF
                         Cortana, what is our current
                         location?

               Places her hands onto her hips and cocks a grin at the Master
               Chief.

                                   CORTANA
                         No time to catch up, huh?

                                   MASTER CHIEF
                         Just tell me where we are.

                                   CORTANA
                         Okay.  Sure.  The Pillar of
                         Autumn's sensors detected a ring
                         planet enriched with a nitrogen
                         oxygen atmosphere.  I assume that's
                         where we are.

                                   MASTER CHIEF
                         Can you pinpoint the position of
                         the Pillar of Autumn?

                                   CORTANA
                         Unfortunately not.  Although I am
                         picking up a lifeboat beacon 96
                         kilometers from your current
                         position.

                                   MASTER CHIEF
                         Show me.

               A separate hologram is projected, showing a rough outline of
               the terrain along with a pulsing dot.

                                   CORTANA
                         The Pillar of Autumn has an
                         inventory of 120 lifeboats.  I
                         suggest the first priority would be
                         to establish contact --

                                   MASTER CHIEF
                         I know.

                                   CORTANA
                             (smiling back)
                         I guess a Spartan should.

               CLATTERING from behind.  The Master Chief glances over...

               Other SURVIVORS stumble out of the lifeboat wreckage. 
               Amongst them: Grace, Mendoza, Jenkins, Jessica, and Nick.

               Grace spots Adams and immediately hurries to her side.

                                   GRACE
                         Oh God.  Oh shit.  Hold on --

               Adams snatches Grace's arm.

                                   ADAMS
                         I need something to make the pain
                         stop!  Now!

                                   GRACE
                             (aloud)
                         Jess!

               Grace watches Adams with developing tears.

                                   ADAMS
                         You're a leatherneck, Grace.  So
                         shape up and show like you've got
                         some balls.

               Grace wipes away the tears just as Jessica arrives with a med
               box.  She flips it open and draws out a syringe.

                                   JESSICA
                         Hold her down.

               Grace does so.  Jessica delivers the dose.  Adams' body
               spasms, Grace tries to keep her down, watching in pain. 
               Adams' eyes firmly fix on Grace's.

                                   ADAMS
                         You better take care of them.
                             (re: the other Marines)
                         They're yours now.

               Her eyelids flutter as she exhales a lung full of air and
               drops back onto the floor.  Jessica draws out a bio-reader
               and scans along the length of Adams' body.

                                   GRACE
                         Tell me she's going to be alright.

               Jessica's face shows doubt.

               MENDOZA stands over Nick as he fiddles with a semi-charred
               radio backpack.

                                   NICK
                         This is 10 Victor of Fire Team
                         Charlie, does anyone copy?
                             (just static)
                         Is anyone there?

               Sparks splutter from the unit.  He smacks it in frustration.

                                   NICK
                         It's busted.

                                   MENDOZA
                         Well fix it then.  Ain't that what
                         you do?

                                   NICK
                         Sure, wait one moment while I pull
                         spare parts out of my ass.

               Mendoza huffs and traipses away.  He slots a fresh piece of
               gum into his mouth and surveys the area.

                                   MENDOZA
                             (to himself)
                         The hell are we?

               ON JENKINS as he trudges through the devastation, adjusting
               his camera, documenting what he sees.  A look of uneasiness
               works its way in.  He heads over to Grace with Adams.

                                   JENKINS
                         Grace?
                             (Grace remains fixed on
                              Adams)
                         What do we do?

               Grace finally looks at Jenkins, then around for answers.  Her
               eyes land on the Master Chief staring out into the horizon. 
               She rises and begins heading over.

               She stops meters behind him -- this guy's a Legend here...

               She composes herself and proceeds towards him.

                                   GRACE
                             (firm)
                         Master Chief --

                                   MASTER CHIEF
                         There's another lifeboat beacon 96
                         klicks in that direction.  If we
                         move out now, we'll be able to
                         rendezvous with any survivors in 10
                         hours.
                             (out loud)
                         Let's move out.

               He begins to hike down a rocky descent by the side of the
               cliff.  Grace looks over to the other Marines who look back
               with incredulous looks -- is this guy for real?

               Grace jogs after him.

                                   GRACE
                         Chief, sir...  the others --

                                   MASTER CHIEF
                         Our position is unknown, our
                         supplies negligible.  There is a
                         low chance of assistance, and if
                         one does come, it would already be
                         too late.  There is nothing you can
                         do for them.

                                   GRACE
                         But we can't just leave --

                                   MASTER CHIEF (CONT'D)
                         The Covenant may well be tracking
                         us down.  The crash site
                         compromises our position.  Having
                         injured with us will make us
                         vulnerable in an open attack. 
                         They'll only slow us down.

                                   GRACE
                         But...
                             (angrily)
                         I'm not gonna leave them to rot,
                         SIR!"

               The Master Chief suddenly stops.

                                   GRACE (CONT'D)
                         I insist, as a Marine Sergeant...

               The Master Chief hushes her.

                                   MASTER CHIEF
                         Do you hear that?

               Grace listens.  A WAILING noise...  distant...  The Master
               Chief looks skywards.  The sound grows louder...  closer...

               The Master Chief bolts back up the rocky path, to the crash
               site.  All the Marines are staring upwards with blank faces.

                                   MASTER CHIEF
                         Take cover!

               A COVENANT BANSHEE -- a single passenger aerial vehicle,
               bursts into view.  Fuel rods pronged outwards, leaving an
               exhaust trail across the sky.

               The Marines scarper.  Some head for trees, others anything
               closest to them.

               The Banshee nosedives.  Its twin plasma cannons jettison a
               shower of plasma fire.  Several Marines are struck down.

               The Banshee twirls elegantly and glides back up into the sky. 
               Marines open fire with their MA5Bs, but the Banshee's aerial
               flair makes it impossible to target.

               The Master Chief, Grace, Mendoza, Jenkins, Jessica and Nick
               seek cover under a cluster of trees.  The rest are scattered
               about near the lifeboat.

                                   MASTER CHIEF
                         Keep away from the boat!

               The Marines look back at the Master Chief with clued up
               expressions.

               The Banshee comes out about, makes another dive at the
               lifeboat.  Its FUEL ROD CANNON launches a plasma missile. 
               The lifeboat EXPLODES, taking the Marines with it.

               One SURVIVING MARINE makes a desperate dash across the open
               grass.  The Banshee streams behind him and unleashes a hail
               of plasma into him.  They zap through his chest.  The Banshee
               trails back up into the sky, ready for the next dive.

               The Master Chief suddenly breaks into a sprint across the
               open grass.  Grace and her team watch him do so.

                                   JENKINS
                         What's he doing?

                                   MENDOZA
                         That shit ain't for real.

               A stunned Grace watches on.

               The Banshee comes about for its next target -- the Master
               Chief.  It fires repeatedly.  Plasma ZAP the dirt around the
               Chief's thrashing legs.

               The Banshee reaches the base of its dive and ZIPS across the
               grass, closing in on the Master Chief from behind.

               The Master Chief unclips a grenade and loosely drops it onto
               the floor...  BOOM -- a cloud of dirt kicks up in front of
               the Banshee's view.

               As it clears away, it becomes apparent where the Master Chief
               is running to -- towards a rock face.  The Banshee quickly
               pulls up.  Its tail clips a rock.

               The Chief, now with a clear shot of the Banshee's rear,
               trains his rifle and rapidly unloads a magazine.

               A fuel rod takes a POUNDING, bursts into flames.  The Banshee
               spins out of control and CRUNCHES into a rock face -- BOOM!

               The Master Chief, still locked in his position, ejects the
               exhausted magazine and slots in a fresh one.

               The other Marines step out into the open with exasperated
               expressions.

               The Master Chief lowers his rifle and calmly strolls towards
               the rocky path by the cliff like nothing had just transpired. 
               Stunned looks on the Marines.

                                   MASTER CHIEF
                         There could be more.

               The other Marines waste no time and follow after him.  Grace
               stays pinned on the spot, looking over the dead Marines.  One
               is the charred remains of Adams.  Jessica takes her arm.

                                   JESSICA
                         Come on.  Let's go.

                                                           DISSOLVE TO:

               EXT.  GRASSY MOUNTAIN PASS - NIGHT

               A planet eclipses the sun.  Stars twinkle.  Metallic bollards
               along the grass provide a dull illumination.

               The Master Chief takes the terrain with an easy stride.  The
               others lag behind.  Mendoza wearily trudges along, rifle
               draped by his side.

                                   MENDOZA
                         We even headin anywhere?  'Cause
                         all I see is that loop-the-loop. 
                         How do we know we ain't circling
                         round over and over...  There ain't
                         jack for miles, man.  We might be
                         the only ones that made it...

               As Mendoza continues on, Jenkins and Nick walk side by side.

                                   JENKINS
                         Doesn't the guy stop?

               Nick grips his rifle tightly.

                                   NICK
                         Tell me about it.

                                   MENDOZA
                         This is bullshit!

               He stops to rest on a rock.  Grace passes by.

                                   GRACE
                         Keep moving, Mendoza.

                                   MENDOZA
                         Screw that?  We ain't machines
                         like...
                             (re: the Master Chief)
                         ...  that guy.  Some of us need to
                         eat, shit, and sleep.

                                   GRACE
                         Chief says we're only 5 hours out. 
                         So haul that ass up and get going.

                                   MENDOZA
                             (rising up)
                         You giving me an order?

                                   GRACE
                         I'm giving you an ord --

               Mendoza squares up to Grace.

                                   MENDOZA
                         Who the hell died and made you
                         Sarge?

               Grace zips it, looks away.  Jessica steps in before Mendoza.

                                   JESSICA
                         Hey, we're all tired, so why don't
                         you quit riding her back?

                                   MENDOZA
                         You offerin me yours instead?

               Nick steps in now.  Gives him a hard shove.

                                   NICK
                         Why do you always got to be such a
                         dick?

                                   MENDOZA
                         Whoah!  When did Yang grow some
                         balls?

               Nick levels his rifle at him.

                                   NICK
                         Just keep pushing, Mendoza.

                                   GRACE
                         Put that down, Yang!

                                   MENDOZA
                         Or what?  You'll take me down? 
                         Down to Chinatown?

               Nick rifle-butts him.  Mendoza quickly reels back in with a
               fist.  The two fight.  Jessica and Grace try to break it up.

                                   GRACE
                         Hey, enough!

                                   JESSICA
                         Stop it!

                                   NICK
                         You son-u-va...

                                   MENDOZA
                         C'mon, I'll fuck you up.

               The Master Chief stops at a ridge and cross-references their
               position with Cortana's holographic map.

                                   CORTANA
                         Chief, the men are out of control.

               The Master Chief glances over to the commotion.

                                   CORTANA (CONT'D)
                         Exhaustion is affecting their
                         behavior.  I recommend a break.

               He watches Grace separate Mendoza and Nick.

                                   GRACE
                         I said that's enough!

               The Master Chief presses on.

                                   MASTER CHIEF
                         They've still got plenty of energy
                         in them.

               Grace keeps Mendoza at arm's length.

                                   GRACE
                         I'm the acting Sergeant for this
                         team and I say we keep moving.  If
                         you want to stay, Mendoza, you
                         stay.  But I'm not compromising the
                         rest of this team for your lazy
                         ass.

               And with those words she moves on.  The others follow. 
               Mendoza watches them continue along the pass...  He grumbles
               and starts off after them.

               EXT.  EMBANKMENT - DAY

               The sound of RUSHING WATER.  NICK'S HAND holds a vial of
               clear liquid against the cloudless sky.

                                   NICK (O.S.)
                         Traces of sodium, magnesium,
                         potassium, calcium...  It's good.

               The Marines stand by a crystal stream.  They immediately sink
               their water canteens into the stream and down liters of the
               stuff.

               Jenkins inspects the curvature of this ring planet.

                                   JENKINS
                         Maybe it's a different type of
                         planet.  A hoop shaped planet.  You
                         know how some planets are round...

                                   MENDOZA
                         No, not some planets.  ALL planets
                         are round, numb-nuts.

               Jenkins narrows his eyes, doesn't retort.  Jessica hands Nick
               a water canteen.  He gulps down a mouthful.

                                   NICK
                         This place -- it has an ecosystem
                         similar to Earth.

                                   JESSICA
                             (with a smile)
                         This stretch kind of reminds me of
                         that summer at Banks Peninsula. 
                         Don't you think?

                                   NICK
                         I don't remember.
                             (looking across the
                              stream)
                         Something's missing here.  There
                         are no animals whatsoever.  For
                         this type of environment, there
                         should be life.  I mean, where is
                         the source of calcium?

               Nick checks his digital readers.  The smile on Jessica fades
               as she watches him.

               Grace stops drinking to regain her breath.  She stares after
               the Master Chief ahead of them.  Jenkins sides up with her.

                                   JENKINS
                         You reckon he drinks?

                                   GRACE
                         I don't know.

                                   MENDOZA
                         Why don't you ask him?

                                   JENKINS
                         Why don't YOU?

                                   MENDOZA
                         Oooh, nice comeback, dick breath.

               Grace ventures over to the Master Chief.

                                   GRACE
                         Chief?

               The Master Chief turns to her.  She offers out her water
               canteen.  The Master Chief turns away and resumes onwards.

                                   MASTER CHIEF
                         Time.

               The Marines sigh and press on after him.

                                   MENDOZA
                             (bitterly to Grace)
                         Way to go.

               EXT.  VALLEY - LATER

               The Master Chief and the Marines make their way up a rocky
               pass, towards the peak of a steep hill.

               The CRACKLE of gunfire echoes through the valley.  The Master
               Chief raises a hand.  Everyone halts.  Now, a loud HUMMING
               sound develops.  Closing in, they look up.

               A U-shaped COVENANT DROP-SHIP SOARS by overhead and
               disappears out of view at the ridge.

               The Master Chief waves the team to hustle.

               EXT.  CLEARING - DAY

               A spire-shaped structure centers a grass clearing.  Nearby, a
               group of Marines hole up amongst a cluster of boulders. 
               Factions of Covenant soldiers circle the Marines, slowly
               closing in with heavy plasma fire.

               An Elite BARKS out to its fellow troops.  Grunts waddle
               across the field.  A hail of bullets SLING them back.

               AMONGST THE MARINES: Miller ejects an exhausted magazine,
               slots in a fresh one, and fires a bursts of defensive rounds. 
               He then switches position to repel other angles.

               Dead and wounded amongst them.  The dirt well worn.  Miller
               flips over to a boulder near Johnson.  Johnson yaps into a
               radio pack.  The heavy gunfire is deafening.

                                   JOHNSON
                         Echo 4-19, Echo 4-19, where's that
                         ride?  We're taking heavy fire
                         here.  I hope to shit you haven't
                         forgotten about us.

               The radio crackles before --

                                   RADIO (FILTER)
                         Delta 4 Whiskey, Echo 4-19 --
                         Foehammer here.  We're having
                         problems pinpointing your
                         coordinates.

                                   JOHNSON
                         Just look for where the God-damn
                         the firing is!

               JACKALS -- frail looking aliens with portable energy shields 
               - rally up to form an impenetrable wall.  Miller focuses a
               burst of rounds on them.  Bullets bounce off their shields.

                                   MILLER
                         There's too many of them, Sarge!

               Bisenti empties his rifle.  He looks over to Miller.

                                   BISENTI
                         Miller, break me another.

               Miller tosses him a fresh magazine.  Another MARINE stops
               firing to throw his voice over --

                                   MARINE #2
                         Inbound Covenant drop-ship!

               A HUGE U-SHAPED SHADOW casts over them.  The Marines look up
               and see the dreaded Covenant drop-ship sail by.

                                   JOHNSON
                         Shee'it...

               ON THE MASTER CHIEF, hugging a rock along the battlefield's
               perimeter.  He throws a set of hand signals to Grace and her
               team.  They reposition themselves.

               Grace takes in a deep breath.  Jenkins adjusts his camera. 
               Mendoza shoves in a fresh piece of gum into his mouth.

                                   MENDOZA
                         Let's get some payback.

               The Master Chief and his Marines shuffle into --

               -- the open field.  Jogging along in a column formation. 
               Staying low.  Rifles covering their flanks.

               The Covenant drop-ship descends onto the grassy plain.  The
               troop bays springs open and deploys a payload of soldiers.

               A GRUNT spots the Master Chief and his team.  It jabbers out
               to its fellow troops.  The Master Chief clocks it and quickly
               drills a few rounds into it.  Now...

               Other Covenant troops turn to realize their presence.  They
               flick their aims over and begin blasting away with their
               plasma weapons.  Grace and her team stop and return fire.

               MILLER peers over a boulder.  Sees the Master Chief and the
               Marines pinned down.  He eyes hold on Grace.

                                   MILLER
                         Sarge?  We got fresh company!

               Johnson breaks from his firefighting to share Miller's view.

                                   JOHNSON
                         I'll be damned.
                             (to the others)
                         Alright, let's give our friends
                         some support.

               The other Marines refocus their guns.

               Covenant troops firing upon the Master Chief and his team are
               suddenly struck from the side.  Three Grunts are knocked
               down.  An Elite receives slugs in its flank.  The Master
               Chief sees the support fire from the other team.

                                   MASTER CHIEF
                             (to his team)
                         Go-go-go!

               Grace's team cease fire and make a rapid dash for the rock
               cluster.  The Master Chief drops to one knee and lays support
               fire.  He's fast -- a series of the round-burst then re-aim
               in rapid succession.  Every shot scores a hit.

               Grace holds the ground with him.

                                   MASTER CHIEF
                             (to Grace)
                         I said go!

                                   GRACE
                         Not without you, sir!

               The Master Chief GROWLS.  He rises and makes a move for the
               rock cluster.  He collars Grace along the way and launches
               her onwards, sending her into a stumbling sprint.

               WITHIN THE ROCK CLUSTER, Nick tumbles in.  Jessica follows
               and lands on top of him.  The two have a moment staring into
               one another -- there's history here.

               Mendoza base slides his way in.  Holes up next to Bisenti.

                                   BISENTI
                         Jesus wept, you actually made it.

                                   MENDOZA
                             (feeling for holes)
                         Shit to hell, my ass ain't fried.

                                   BISENTI
                         It's good to get with the cavalry.

                                   MENDOZA
                         Whatcha talkin' about?  I thought
                         you were them.

               Jenkins finally staggers in, adjusting his mini-camera. 
               Miller pulls him down just as plasma fire whiz by...

                                   MILLER
                         Watch your head!

               A Grunt opens fire with its Needler.  Crystal shards stream
               out and arc towards Grace as she races across the grass. 
               Miller nails the shooting Grunt.  Then hollers out --

                                   MILLER
                         Grace!  C'mon!

               Grace picks up speed.  The crystal shards stab into the dirt
               behind her.  A beat...  and the shards EXPLODE.  The blast
               throws Grace into the shelter.  Miller catches her fall.  Her
               helmet rolls along the grass.

                                   MILLER
                         You okay?

               Grace nods back.  Miller snatches her helmet.  As he hands it
               back to Grace, he catches a glimpse of the PHOTO of the man
               and the girl inside.

               Grace snaps up the helmet and places it back onto her head. 
               She spins around and starts laying cover fire for the Chief.

               The Master Chief sprints like an athlete across the clearing. 
               His MA5B train and fire upon passing Covenant soldiers.  He
               takes down two Grunts, then an Elite.

               He explodes into the presence of the others Marines, spins
               round, and continues firing.  Some of Johnson's Marines hold
               fire momentarily to lay eyes on the guy.

                                   JOHNSON
                         Glad you can join us, Chief.

                                   MASTER CHIEF
                         What do we have, Sergeant?

                                   JOHNSON
                         Shit was already in the fan as soon
                         as our lifeboat hit the surface 8
                         klicks from here.  The Covenant
                         were right on top of us.

                                   MASTER CHIEF
                         Support?

                                   JOHNSON
                         We got a Pelican drop-ship on the
                         way, but negative on the ETA. 
                         They're flying blind.  We're four
                         men down and running dry.

               The Master Chief scans the area.  Sees --

               -- A NARROW RAMP, running along one side of the spire-shaped
               structure, up to a secondary level.

                                   MASTER CHIEF
                         We have to take higher ground.

               Johnson sees it too and nods in acknowledgement.

                                   JOHNSON
                             (out loud)
                         Let go!  Move if y'all wanna live.

               The Marines peel off from their posts and head for the ramp
               in a V formation.  Grace stays locked tight at her position,
               giving it her all with the rifle.  Miller grips her shoulder.

                                   MILLER
                         Grace, we've got to go.

               Grace hesitates for a moment...  then follows Miller lead.

               The Jackals take advancing steps with their energy shields. 
               Grunts and Elites use them as cover.  One Jackal's gun powers
               up then releases a jet blast of green plasma...

               It SEARS through a Marine on the ramp.  He tumbles, causing a
               domino effect with a few behind him.  Grace dodges the
               avalanche of bodies.

               She glances over, sees the Marines picking themselves up only
               to get cut down by plasma fire.

               THE UPPER LEVEL OF THE STRUCTURE

               The Master Chief and the Marines emerge.  They fan out and
               take up covering positions at each side of the floor.  They
               fire down from the elevated position...

               Covenant troops seeking cover behind the Jackals' shields are
               hit from above.

               The Master Chief centers the floor under the overhead spire.

                                   MASTER CHIEF
                         Cortana, can you send a visual
                         beacon for the pickup?

                                   CORTANA
                         Standby.

               The Cortana unit glows.  Fires out a brilliant, holographic
               beam through the overhead spire and --

               -- into the sky at the apex of the structure.

               A PLASMA CANNON on the Covenant drop-ship swivels over and
               BLASTS away.  Two Marines covering that side of the structure
               are hit.  Others drop back to avoid the heavy plasma fire.

               Miller and Grace hold the position at the top of ramp, firing
               down onto Covenant soldiers trickling into view.

                                   MILLER
                         They're breaching!

               Johnson marches over.

                                   JOHNSON
                         They're like God-damn roaches.

               He peers over the edge and fires down onto the Covenant
               troops along the base of the ramp.

               OVER A MOUND, at the clearing's perimeter, A WARTHOG JEEP
               suddenly SCREAMS into view.  A trigger happy PRIVATE CHIPS
               DUBBO mans the mounted machine gun.

                                   CHIPS
                             (firing away)
                         Come and get some, you mongrels.

               He aims at the line of Jackals.  The torrent of bullets punch
               through their energy shields and into their chests.  They
               flail to the ground like tossed rag dolls.

               The Warthog then screeches to a halt near the spire-shaped
               structure.  Chips looks up to Johnson and the Marines.

                                   CHIPS
                             (to Johnson)
                         You call for assistance, Sergeant?

                                   JOHNSON
                         I called for a drop-ship.

               Chips cocks a reassuring smile.

               As the Covenant drop-ship begins its ascent, a CRACKLE is
               heard from above.  All eyes gaze upwards.  Two rockets propel
               across the sky and SLAM into the side of the Covenant drop
               ship.  Explosions and smoke blooms out.

               The ship plummets and crashes into the dirt, shoveling a wave
               of grass and soil.  Squads of Jackals and Grunts attempt to
               flee but are engulfed under the tsunami of mud.

               The Marines CHEER victoriously.

               A Pelican drop-ship THUNDERS into view.  Its chain guns kick
               in and lay heavy fire on the Covenant troops.  Groups of
               Grunts feverishly flee from the scene.  Elites are cut to
               ribbons.

               The Pelican drifts over to the structure.  The rear loading
               ramp slides open.  Private O'NEIL stands by, one hand
               grappling the overhead netting, the other waving the Marines
               to board.

                                   O'NEIL
                         C'mon!

               The Marines hop on.

               INT.  PELICAN ECHO 419 - SAME

               Johnson jumps on.

                                   JOHNSON
                         'Bout time!

                                   O'NEIL
                         Sorry for making you wait, Sarge.

               O'Neil then sees the Master Chief boarding the ship.

                                   O'NEIL
                         Chief, pleasure to have you
                         onboard.

               The Master Chief swiftly heads for the cockpit where FLIGHT
               CAPTAIN CAROL RAWLEY, a ball-breaker fly-girl, grips the
               flight stick.

                                   RAWLEY
                         Welcome aboard, Chief.

                                   MASTER CHIEF
                         What's the status?

                                   RAWLEY
                         We've managed to recover the crew
                         of the 62 ejected lifeboats.  3
                         Pelican drop-ships also ejected
                         carrying artillery, Warthogs, and
                         Scorpions.  We've established a
                         base 800 klicks from here.

                                   MASTER CHIEF
                         What of the Captain.

                                   RAWLEY
                             (shakes her head)
                         Negative.  The Pillar of Autumn
                         went down onto this ring planet 17
                         hours ago.  The Covenant ship also
                         went down with it.

                                   MASTER CHIEF
                         Do we have the position of the
                         Pillar of Autumn?

                                   RAWLEY
                         Affirmative, but its status is
                         unknown.  Our current orders from
                         the Colonel is recovery of the evac
                         survivors.

                                   MASTER CHIEF
                         The Colonel?

                                   RAWLEY
                         Yes sir.

               IN THE TROOP BAY, the last of the Marines are loaded up.

               Miller relaxes back and gives himself five to regain his
               breath.  He looks over to a shaken Grace.  She peels off her
               helmet and runs a hand through her hair.

                                   MILLER
                         Hey Grace, you okay?

               Grace looks over and tips a nod.

                                   BISENTI
                             (to O'Neil)
                         Woo-hoo!  Good job you fly-boys
                         showed up.  Thought we were cooked.

                                   MENDOZA
                             (to O'Neil)
                         What's the onboard entertainment?

                                   O'NEIL
                         Same old band -- the white noise of
                         a Pelican jet engine.

               Mendoza cracks an amused grin.  Jenkins sits next to Grace,
               still pumped.

                                   JENKINS
                         I tell you, the Chief sure is
                         something.

               Grace looks over to the Master Chief in the cockpit.

                                   GRACE
                         Yeah...  he's something alright.

               O'Neil strolls through the bay.

                                   O'NEIL
                         A little safety announcement
                         everybody -- if you don't wanna
                         shit your pants, hold on tight.
                             (aloud to Rawley)
                         Let's punch out.

               Rawley peers over her shoulder to the troop bay.

                                   RAWLEY
                         Buckle up, ladies.

               EXT.  HALO, STRUCTURE - DAY

               Chips watches the Pelican drop-ship drift away from the
               structure.  Thrusters FLARE, the nose dips forward, and the
               drop-ship BLASTS away.

               Chips SLAPS a "good to go" remark on the driver's roof.  The
               Warthog's tires spit dirt as it tears off.

               INT.  PELICAN DROP-SHIP ECHO 419 - NIGHT

               Green nightlights keep the bay lit.

               Weary Marines rest.  Injured give low groans.  Jessica
               dresses a wound on an injured Marine.  Nick assists.

               Jenkins fiddles inspects the recorded footage of his camera. 
               Mendoza dozes off with his helmet over his face.

               The Master Chief stares vacantly at the Cortana unit on his
               wrist.  Grace holds an icy stare on him.  The Master Chief
               glances over, Grace quickly looks away.  Miller watches
               Grace.

               IN THE COCKPIT

               Rawley flicks a few switches on a panel.

                                   RAWLEY
                             (into headset microphone)
                         Alpha Base, this is Echo 4-19
                         making an approach for the LZ.

                                   ALPHA BASE (FILTER)
                         Roger that Foehammer.  Welcome
                         back.

               Speckles of light can be seen through the windshield.

               EXT.  BEACH - NIGHT

               Tracers and plasma fire stream across the sky.  The blaze of
               a distant firefight is apparent beyond the inland trees.

               Marines hustle.  Locking and loading.  Heading inland. 
               Warthog Jeeps kick sand and tear off ahead of them.

               INT.  PELICAN DROP-SHIP - NIGHT

               Along the loading ramp, Langley scans over a set of digital
               charts.  Jameson and the ODSTs stand around him like generals
               in a war room.  STAFF SERGEANT CONNELLY is before them.

                                   CONNELLY
                         Gecko company have managed to
                         secure the North Ridge, sir.  The
                         structure is in sight, but the
                         resistance is too heavy.  We need
                         an alternative route.

                                   LANGLEY
                         That is the only route.

                                   CONNELLY
                         They're killing us, sir...

                                   LANGLEY
                         Take the Companies you need.  I
                         don't care if it even takes an
                         entire platoon, you will breach
                         that structure.

               Connelly looks on with hesitation.  Jameson steps up to him.

                                   JAMESON
                         You got a problem with your orders,
                         Staff Sergeant?

                                   CONNELLY
                         No sir!

               The Sergeant moves off just as STAFF SERGEANT TYLER jogs in
               to take his place.

                                   TYLER
                         Colonel, Echo 4-19 has returned
                         with more evac survivors.  The
                         Master Chief -- he's here.

               Langley reacts with an unsettled look.

                                   JAMESON
                         Do you want me to deal with him?

                                   LANGLEY
                         No.

               He heads down the ramp, Jameson follows.

                                   LANGLEY
                         He was supposed to be in stasis on
                         the Pillar. 
                         Yet, somehow, he manages to get out
                         and make it off with other
                         survivors.  Just what are the
                         chances?

                                   JAMESON
                         I don't know, Colonel.

               ALONG THE BEACH

               The Master Chief and the other Marines trudge across the
               sand.  Surrounding Marines freeze to look at the Master
               Chief.  Langley and Jameson march over to meet him.

                                   JAMESON
                         As you were Marines!

               The Marines trickle back into action.

                                   LANGLEY
                         Chief, so you managed to check out
                         of the Pillar in one piece.

                                   MASTER CHIEF
                         What's our situation, Colonel?

                                   LANGLEY
                         We've got Covenant resistance all
                         around this ring planet.  Our
                         objective is to engage and acquire
                         this Covenant weapon.

               Marines exchange looks to the word, "Weapon".

                                   LANGLEY (CONT'D)
                         The current target is the Silent
                         Cartographer located within a
                         structure 50 degrees --

                                   MASTER CHIEF
                             (interrupting)
                         That isn't the advisable strategy,
                         sir.

                                   LANGLEY
                         What did you say?

                                   MASTER CHIEF
                             (overlapping)
                         The Pillar of Autumn has an
                         inventory lower than that of the
                         Covenant cruiser.  Their numbers
                         are significantly higher and
                         they'll be more familiar with the
                         terrain.  Our current supplies and
                         artillery does not put us in the
                         best position to face them.  Our
                         objective should be to regroup and
                         evacuate this ring planet.

               Langley steps up to him.

                                   LANGLEY
                         Who on God's Green Earth do you
                         think you are talking to?

                                   MASTER CHIEF
                         My orders from the Captain --

                                   LANGLEY
                             (stepping closer)
                         Your Captain is DEAD, Chief!  I am
                         the Lt.  Colonel and I carry full
                         authority over the Pillar's crew.
                             (even closer)
                         I don't know who you think you are
                         or how you even became Master Chief
                         Petty Officer, but right now,
                         you're seen as nothing more than
                         the ship's cargo.
                             (Jameson smirks)
                         And if you want me to eject this
                         cargo back to Reach, then I will
                         do, with pleasure.

               His face fills the Chief's visor now.

                                   LANGLEY (CON'T)
                         I will not replicate an incident
                         like Epsilon 4.
                             (Grace's eyes flicker to
                              the remark.)
                         Do we have an understanding,
                         "Chief"?

                                   MASTER CHIEF
                             (beat)
                         Yes, Colonel.

                                   LANGLEY
                         Good...
                             (turns away)
                         I've already laid the necessary
                         preparations.  We will face the
                         Covenant.

               He walks away, Jameson remains.  The Master Chief starts off,
               Jameson snatches his arm.  The grip is firm.

                                   JAMESON
                         Be the good doggie, Spartan.

               The Master Chief doesn't react.  Jameson releases his grip
               and lets him go.  Johnson, Grace, Miller, and the Marines
               look on at the departing Chief.

                                   JAMESON
                         Okay, you heard the Colonel's
                         orders.  Saddle up, you've got a
                         long day tomorrow.

                                   MARINES
                             (in unison)
                         Yes sir!

                                                           DISSOLVE TO:

               EXT.  HALO, SNOWFIELDS - DAY

               We roll along a snow filled landscape.  The shadow of a
               Pelican drop-ship rides the surface.  Echo 419 BLASTS into
               view, a cloud of snow in its wake.  ROCK MUSIC BLARES over --

               INT.  PELICAN DROP-SHIP ECHO 419 - DAY

               Johnson fronts a group of Marines, lost to the music.  Some
               heads bob along, others show boredom.

                                   MENDOZA
                         Sarge, we gotta listen to this shit
                         every time?

               Johnson glares at him.

                                   JOHNSON
                         You watch your mouth, son.  My
                         great grand-daddy listened to this
                         "shit".  He passed this "shit" down
                         to my grand-daddy, who then passed
                         it down to my very own daddy. 
                         Hell, my daddy DIED whilst
                         listening to this "shit".  So when
                         you say "shit", I gonna assume that
                         you meant, in the utmost respect,
                         our history.  'Cause this "shit"
                         should remind you of the things
                         we're fightin' to protect.

               Mendoza rolls his eyes.  Catches Jenkins grinning at him,
               camera poised.

                                   MENDOZA
                         The hell you smiling at?

               Nick peers through a window, watching the snow skim by with
               fascination.  Jessica doesn't look as enthused.

                                   NICK
                         A Covenant weapon, eh?  Who
                         would've thought?  Grass, trees,
                         rocks, now snow?  This place is
                         more like Earth than any of their
                         homeworlds.  How long has it been
                         since we've last seen snow?

                                   JESSICA
                         Since the day when you promised to
                         walk me down the aisle.  Too
                         long...

               Nick deflates and sits back down.

               Miller looks to Grace as she stares at the photo inside her
               helmet.  He shifts over to her side.  Grace immediately
               places her helmet back on.

                                   MILLER
                         Hey Grace, you know back at the
                         Pillar?

                                   GRACE
                         Don't sweat it.  I've already
                         forgotten about it.

               Miller draws out his own photo of a cherub faced girl and
               shows it to Grace.

                                   MILLER
                         Check it out, she'd be 7 today.

                                   GRACE
                         She yours?

                                   MILLER
                         No-no-no -- my little sister. 
                         Parents started out young.  I
                         always try to make it to her
                         birthday every year.  But I guess
                         all of us are missing out on
                         something.

                                   GRACE
                         We're all a long way from home.

                                   MILLER
                         Not easy being a draftee.

                                   GRACE
                         Yeah, well, I'm a volunteer.

               Miller looks at her in surprise.

               At the far rear of the troop bay, the Master Chief watches
               the snowy ground --

               EXT.  REACH, SNOWFIELD - DAY (FLASHBACK)

               -- rush by.  We slow to a group of FIGURES on the field: One
               line formed, two figures engaged in hand-to-hand combat.  An
               exchange of heavy grunts...

               JOHN (now 18) -- vest, combat pants and boots -- stands with
               fists held high.  Blood seeps from a tear in his cheek.  The
               cold doesn't affect him.  Not even a shiver.

               His opponent is LINDA (now 18) -- hardened toughness over an
               underlying beauty.  She mirrors John's stance.

               A line of future Spartans stand like statues.  Boots buried
               under falling snow.  A SCIENCE OFFICER observes in his thick
               winter jacket.

               John launches a set of attacks on Linda.  She dodges, catches
               an arm and twists it.  John unlocks it and grapples Linda
               round the throat.  She launches him over her shoulder...

               John hits the ground.  LINDA'S FIST powers down.  John cocks
               his head aside to avoid it.  Linda pulls her fist back out --
               a cold burn, but the pain doesn't register.

               John swings his legs up to her head, then launches her to the
               ground.  The two spring back up.

               John smacks Linda in the face once, twice, the third is
               blocked.  Linda chops his throat then follows through with a
               roundhouse kick.  John hits the snow again, but is back up,
               only to meet another fist.  She uppercuts him in the ribs.

               Linda winds back a fist, launches it.  John catches it,
               twists her arm, and throws her down.  He continues twisting
               her arm until -- SNAP.  Her face is unresponsive to the
               break.

               She grabs him with her free arm and attempts to throw him
               over.  The two end up in roll across the snow like lovers. 
               John finishes on top.  He winds back a fist, ready for a
               straight blow...  but then hesitates.

               Linda looks back at him with empty eyes.  She then shoots her
               head forward and butts him.  John stumbles back --

                                   SCIENCE OFFICER
                         Okay, that's enough.

               The two break away.  John watches Linda nurse her broken arm. 
               Blood trickles from where she head butted him.  The Science
               Officer heads over to Linda and inspects the broken arm.

                                   SCIENCE OFFICER
                         Get that fixed.

               Linda nods and trundles off across the snowfield.

                                   SCIENCE OFFICER
                             (waving over)
                         Next two.

               Two other teenagers detach from the sideline to face each
               other in combat.  John watches Linda walk away.  Her body
               dissolves and --

               EXT.  MOUNTAIN TRAIL - DAY (PRESENT)

               -- the MASSIVE TRACKS of a UNSC SCORPIAN TANK CRUNCHES snow
               as it peddles into view.  A chain-gun sprays bullets up a
               well-trodden path, pummeling squads of Grunts and Elites.

               A COMPANY OF MARINES lay ground fire in skirmish line
               formations, slowly pushing back the Covenant foot troops.

               Sergeant Stacker heads down a pathway to meet with the Master
               Chief and his Marines (Johnson, Bisenti, Mendoza, Miller,
               Grace, Jenkins, Jessica, and Nick).

                                   STACKER
                         Johnson, well I'll be damned.  I
                         thought the Covenant toasted your
                         ass back on the Pillar.

                                   JOHNSON
                         Not my sweet ass, Stacker.

                                   STACKER
                             (to the Master Chief)
                         Welcome to the pest control zone,
                         sir.

                                   MASTER CHIEF
                         What do you have here?

                                   STACKER
                         We're still working up that valley. 
                         We've got pockets of resistance
                         along this run but nothing we can't
                         handle.

                                   MENDOZA
                         Any of you guys lost a nut to
                         frostbite yet?

                                   JENKINS
                         It's freezing.

                                   MILLER
                         We aren't exactly equipped for this
                         kind of terrain at all, Sarge.

                                   JOHNSON
                         Christ.  I ain't seen such a bunch
                         of pansy-assed leathernecks in all
                         my life.

               Stacker laughs.

                                   GRACE
                         What's going on here anyway?

                                   STACKER
                         Colonel's got us clearing the
                         backwash from Alpha Base.  But
                         apart from our cold asses, there
                         ain't nothing of interest to the
                         Covenant.

               Disgruntled murmurs from some of the Marines.

                                   GRACE
                         You've got to be kidding.

                                   MENDOZA
                         They send us all the way here for
                         this crap?

                                   JENKINS
                         Sounds like someone wanted us out
                         of the way.

                                   BISENTI
                         You feelin' all rejected, Jenkins?

                                   JOHNSON
                         Will y'all quit moaning like a
                         bunch of old women?

                                   MASTER CHIEF
                         Does recon scans indicate a
                         potential Covenant insurgence?

                                   STACKER
                         Like I said, nothing we can't
                         handle.  But you guys are here for
                         the Captain, right?

               The Marines exchange bewildered looks.

                                   MASTER CHIEF
                         What about the Captain?

                                   STACKER
                         That Covenant transmission -- said
                         that the Captain was held on their
                         crashed cruiser.  We relayed it
                         back to the Colonel.  I figured
                         that's why you guys were sent...

                                   GRACE
                         The Colonel knows?

                                   MASTER CHIEF
                         Do you have the position of the
                         ship?

                                   STACKER
                         Affirmative.  I have a unit
                         surveying the area right now.

                                   MARINE (O.S.)
                         Incoming!

               A huge PLASMA MORTAR crashes down onto one of the Scorpion
               tank.  Engulfed in blue flames, the tank peddles back.

               The Master Chief and Marines peer up the hill.  A purple
               COVENANT HOVER TANK with a plasma cannon crests into view
               along with company of Covenant troops.

                                   JOHNSON
                         Nothing you can't handle, eh
                         Stacker?

                                   STACKER
                         Goddamn WRAITHS aren't supposed to
                         be in this area.
                             (aloud)
                         Contact!

               COVENANT GHOSTS -- hover cycles with twin plasma cannons,
               speed on ahead of the troops and glide down the snowy trail.

               Marines open fire.  Bullets zip past -- too fast to target. 
               The Ghosts' pulse cannons zap away on the Marines.

                                   STACKER
                         Don't let those Ghosts round you
                         up.

                                   MARINES
                         Spread out, spread out.

               Marines fan out into a grid, making themselves tougher
               targets for the G