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                                         (contains revisions dated:)
                                         Rev. 09/11/85 (White)
                                         Rev. 11/08/85 (Pink)
                                         Rev. 12/03/85 (Blue)




                            INNERSPACE


                            Written by
                            Jeffrey Boam




WARNER BROS. INC.                               REV. FIRST DRAFT
4000 Warner Boulevard
Burbank, California 91522                       August 6, 1985

    Revised 12/3/85                                              *

                            INNERSPACE
    FADE IN:

1   INT. HOTEL BANQUET ROOM - NIGHT
    A crowded cocktail party is in progress. Open bar and huge
    buffet table. A well-dressed, predominantly male crowd in
    attendance. Uniforms from all branches of the military are
    in evidence everywhere.
    CAMERA PROWLS THROUGH the room picking up random bits of
    conversation. A TELEVISION NEWS CREW, reporting live from
    the scene, comes INTO FRAME.
                             NEWS CORRESPONDENT
                      (into hand-held mike;
                       facing mini-cam crew)
               ... Bob, I think that you and the
               viewers at home can see that this
               room behind me is packed to
               overflowing. Former astronauts,
               Space Shuttle crew members,
               Washington bigwigs, Pentagon
               officials... well, you name it
               and they're here in San Francisco
               tonight to celebrate the 30th
               Anniversary of NASA, the National
               Aeronautics and...
    CAMERA MOVES OFF, eventually finds:
2   LYDIA MAXWELL
    A knockout brunette in her early thirties. She is engaged
    in earnest conversation with a man whose eyes are seen to
    wander over her anatomy as they talk. (We'll call him
    ROVING EYES.)

    CAMERA PANS TO:
3   TUCK PENDELTON

    Emerging drunkenly into the banquet room from a door
    marked "No Admittance" and crashing head-on into a busboy
    with a loaded tray of dirty dishes.

    The busboy is knocked for a loop and the DISHES SMASH to
    the floor.
    Tuck reacts with inebriated indignation.   He points to
    the "No Admittance" sign.

                             TUCK
               How come it says 'restrooms' when
               it's really the damn kitchen!?

INNERSPACE - Rev. 12/3/85                             2.     *

The busboy looks baffled, and Tuck moves off with his
dignity intact. Noticing that his glass is empty, he
shoulders his way to the bar.

                        TUCK
                 (to bartender)
          Cutty. Up.

As he waits for his drink, we see that Tuck's rugged good
looks are fading slightly and his once square jaw is in
need of a closer shave. His Navy captain's uniform --
stretched tightly across his chest -- suggests that
several pounds have been added since the last fitting.

As Tuck receives his drink from the bartender, a DISTURB-
ANCE is heard to break out somewhere across the room:

                        ROVING EYES
                 (to Lydia; loudly)
          What are you doing!? That's a tape
          recorder!
Roving Eyes indicates a small Sony protruding from Lydia's
clutch purse.
                        ROVING EYES
          You can't do that, young lady!
          Give that to me.
He swipes the recorder from her purse.

                        LYDIA
          Hey!
Other partygoers turn and look.   So does Tuck.   His eyes
blaze. He storms over.
                        TUCK
          What's going on here?

                         LYDIA
                 (surprised to
                   see him)
          Tuck!...
                        TUCK
          What's the trouble, Lydia?

                        LYDIA
          He stole my tape recorder.
                        ROVING EYES
                 (to Tuck)
          She was recording my conversation!
                        LYDIA
          I told you I worked for a newspaper.

INNERSPACE - Rev. 12/3/85                            3.    *

                       ROVING EYES
         This is a cocktail party, not a
         damn news conference!

                       LYDIA
                (firmly)
         Give it back to me, please.

                       TUCK
         You heard the lady... hand it over!
Roving Eyes looks startled by Tuck's abusive tone.

                       TUCK
         I said, hand it over... ya damn
         pencil-necked civilian!

Suddenly, the room falls silent, and Tuck realizes that
all eyes are upon him.
                       ROVING EYES
         Captain, you're drunk.
Tuck looks embarrassed. He looks down at his drink, then
looks up again with a big, foolish grin on his face.

                       TUCK
         Well... he's right. I'm drunk.
                (to Lydia)
         Guess I owe these folks an
         apology, Lydia.
She puts her hand on his arm.
                       LYDIA
                (softly)
         It's okay, Tuck. Forget it.
Tuck pulls away from her.

                        TUCK
                 (belligerently)
         Not until I apologize to these
         people!
                 (for all to hear)
         We got some real famous, all-
         American hero-types with us
         tonight! Space-walkers, an' moon-
         walkers... an' Earth-orbiters!
It's obvious who Tuck is talking about. They stand there
in their crisp uniforms, with short hair, erect postures
and disapproving expressions.

                       TUCK
         Gentlemen...
                (belch)
         ... I'm sorry...

INNERSPACE - Rev. 12/3/85                             4.     *

Tuck is standing before a DISPLAY OF LARGE ROCKET MODELS
charting the history of the space program.

                       TUCK
                (indicating one of
                 the rockets)
         You boys have all gone up in these
         babies. Hats off to you. I envy
         you fellas...
                (beat)
         ... The most excitement I ever had
         was the time I landed a crippled
         F-14 on the deck of a rocking
         flattop in zero visibility with
         the nose gear --
Tuck sees RUSTY, one of the ex-astronauts in the crowd,
turn away in disgust.

                         TUCK
         -- Don't turn   your back on me,
         Rusty...
                (beat)
         ... At least  when my moment of
         truth came, I  didn't take a dump
         down the leg  of my flightsuit...
         if that rings  any bells for you!
Rusty looks enraged. He advances toward Tuck. But Tuck
stands his ground -- smiles -- and drops Rusty with a
hooking right fist. Uproar!
TWO young MARINES rush up to Tuck.
                       FIRST MARINE
         Take it easy, Captain.
                       TUCK
         Only two of you?

Tuck raises his fists. The Marines exchange a look.
They know that they have no alternative.

                       SECOND MARINE
         Sorry, Captain.
Pow! Tuck takes it on the chin. He goes tumbling back-
wards into the rocket display. The MODELS BANG into each
other like falling dominos. Onlookers gasp and scream.
The TV News Crew hurries over.   They turn on their lights
and roll tape.

                       NEWS CORRESPONDENT
                (to Marine)
         Who is he?

INNERSPACE - Rev. 12/3/85                             4A.   *

                       MARINE
         Captain Tuck Pendelton, ma'am.

The News Correspondent looks disappointed.

                       NEWS CORRESPONDENT
                (to crew)
         Kill it, boys. He's nobody.

Tuck props himself up on one elbow and works his jaw.
Lydia rushes to his side.
                       LYDIA
         Oh, Tuck... are you all right?
Tuck gives her a dazed expression. No one else offers
assistance. They look upon Tuck as a complete disgrace.

Then, one man comes forward. Dressed in a business suit.
Tuck's own age. Clean cut. Athletic-looking. His name
is PETE BLANCHARD. He offers Tuck his hand.
Tuck looks up at Blanchard and smiles sadly.
                       TUCK
         Where's your uniform, Pete?
Blanchard pulls Tuck to his feet.
                       BLANCHARD
         I grew up, Tuck. I wear a suit
         now.
                (beat)
         Take him home, Lydia.
Lydia begins to lead Tuck away. But she leaves his side
for a brief moment to snatch back her tape recorder from
Roving Eyes' unsuspecting hands.

                        LYDIA
         Pencil neck!
                       ROVING EYES
         You should have your press
         credentials revoked!
                       LYDIA
         Write a letter to your
         congressman!
Lydia marches off, reclaims Tuck who waits for her on
tottering legs, and heads for the door.

Roving Eyes watches them go.    Pete Blanchard comes up
beside him.

    INNERSPACE - Rev. 12/3/85                           4B.

                           ROVING EYES                        *
                    (to Blanchard)                            *
             I am my congressman.                             *

4   EXT. HOTEL ENTRANCE - NIGHT
    Tuck and Lydia emerge from the hotel, Tuck's arm draped
    around Lydia's shoulder for support.

                           LYDIA
             And you said you weren't coming                  *
             tonight!                                         *

    Revised 11/8/85                                       5.        *

                               TUCK
              No.     I said I wasn't invited.

    They approach the parking VALET.    Lydia hands him her claim
    check.
5   INT. LYDIA'S CAR - TRAVELING - NIGHT

    Tuck is slumped in the passenger seat as Lydia drives him
    home. She glances at him with a concerned expression.
                            TUCK
              Don't give me that look.

                            LYDIA
                     (innocently)
              What look?

                            TUCK
              That 'Poor Pitiful Tuck' look.
                     (beat)
              I had a great time tonight. I
              like getting drunk. I enjoy
              being hit in the face.
    Lydia rolls her eyes at Tuck's hopelessness.    Tuck picks
    up the tape recorder from the car seat.
                            TUCK
              What's on this, anyway?

                            LYDIA
              I'm working on a story.
                            TUCK
              I should have guessed.
                            LYDIA
              It's a good story.
                     (beat)
              Not that you'll ever know, of
              course. You never read any of
              my articles.

                            TUCK
              That's not so. I read the one
              about me.

                            LYDIA
              I think you only looked at the
              pictures.

                            TUCK
              Well, you gotta admit, those were
              great pictures.
                     (strokes his face)
              Maybe I should grow that mustache
              back.

    Revised 11/8/85                                       6.          *

    Tuck takes a moment to mull this over, removing a pocket
    flask from beneath his uniform in the process.

                              TUCK
              Okay.    Tell me about the story.
                            LYDIA
              Espionage in Silicon Valley.
              The buying and selling of advanced
              technological secrets.
                             TUCK
              Hmm...

                            LYDIA
              That's why I had my tape recorder
              with me. Every high-tech company
              on the West Coast was represented
              at that party tonight.
                             TUCK
              Well, you're right about one thing,
              Lydia...
                     (takes a pull on
                       the flask)
              ... I ain't gonna read it.
6   INT. TUCK'S HOUSE - NIGHT
    Tuck and Lydia enter. Tuck turns on a light.     The place is a
    cramped, unkempt bachelor's den.
    Despite the usual clutter, Lydia notices right away a new
    element in the disarray: Biological charts, books and models.
    All of which pertain to the internal workings of rabbits!

    She picks up one of the models.
                             LYDIA
              What's this?
                             TUCK
              Nothing.   Just some homework I'm
              doing.
    Tuck takes it from her hand and puts it down.

                            TUCK
              How about a drink?
                            LYDIA
              I can't stay, Tuck.

                            TUCK
              Just for a minute.
                     (beat)
              I know what you'd like:   Tea!   Can
              I fix you some tea?

    Revised 11/8/85                                        7.          *

                             LYDIA
              No, Tuck.   I --

    Tuck goes into the kitchen, begins to rummage through
    the cabinets.
                            TUCK
              What's tea come in again? A can?
              A jar? Wait... I remember.
              Little bags, right? Yeah...
              here they are.
                            LYDIA
                     (firmly)
              I'm not staying, Tuck.
    Tuck can see she means it.   His expression turns serious.

                            TUCK
              Don't go, Lydia. Please stay.
    He puts his arms around her.
                             LYDIA
              Tuck --

    He begins to nuzzle her neck.
                            TUCK
              Mmmm. I love your perfume.
              What's it called again?
                            LYDIA
              I don't wear perfume.
                              TUCK
              C'mon.    What's it called again?...
    He's breaking down her resistance.

                            LYDIA
                     (softly)
              Midnight Lace.

                           TUCK
              Mmmmm. Smells so good.     Don't
              go, Lydia...

    He kisses her.    She fights it -- but then melts.
7   INT. TUCK'S BEDROOM - DAWN

    Tuck is asleep in bed, but Lydia is dressed. She's leaving.
    She gives Tuck a farewell glance, then slips quietly out of
    the room.
    But the slamming of the front door awakens Tuck.     He realizes
    that Lydia is gone.

    Revised 11/8/85                                      8.         *

                                TUCK
              Lydia?...

    Then, from outside the house, he hears her car engine GROAN
    as it tries to fire up.
                                TUCK
              Lydia!

    Tuck jumps from the bed. He's naked. He wraps the sheet
    around himself, then stubs his toe on the bed leg.
                                TUCK
              Owwww!!
8   EXT. TUCK'S HOUSE - DAWN

    Tuck hops out of the house, favoring his injured toe, holding
    the sheet around his waist.
    Lydia is inside her car, desperately trying to get it started.
                                TUCK
              Lydia!    Wait!
    Tuck rushes up to the car window.
                            TUCK
              Where you going?!
                            LYDIA
                     (almost in tears)
              I'm leaving, Tuck. Don't try to
              stop me. Our relationship has
              no future, and you know it. You
              drink too much. You fight too
              much. You don't value anything.
              You destroy everything that's
              good in your life. You ruin it.
              You throw it away. And if I
              stayed any longer, I'd be next.
                                TUCK
              Lydia --
                            LYDIA
              -- You're a big, dumb Palooka,
              Tuck, and I know I love you, but
              I don't think we should see each
              other again for a long, long time.
    With that, Lydia drives off in a cloud of white exhaust smoke.
    Tuck stands in the street, in the dawn's early light, clutch-
    ing the sheet, his head and toe throbbing, bewildered and
    alone.
                                                DISSOLVE TO:

                                                          9.

9    EXT. SUBURBAN MEDICAL BUILDING - DAY
                      TITLE: THE SILICON VALLEY
                           Two Months Later

10   INT. A DOCTOR'S OFFICE - DAY
     JACK PUTTER sits on the examination table.   He's an agreeable
     -looking fellow in his mid-thirties.

     DR. GREENBUSH leans against the counter, arms folded across
     his chest in an attitude of nonchalance that approaches total
     disinterest.

                            JACK
                     (indicating
                      his stomach)
              ... Feels like it starts about
              here, then swoops around and comes
              up to here, then -- zoom! -- heads
              back down to about here, and that's
              when I start to feel nauseous and...
     Greenbush tries unsuccessfully to stifle a yawn.
                            JACK
              Am I boring you?
                             GREENBUSH
              No, Jack.

                            JACK
              Because if I'm boring you, just tell
              me. You're not the only internist
              in the phone book, you know.

                            GREENBUSH
              Jack, please! Let's not have a
              falling out. Your monthly office
              visit is the cornerstone of my
              entire medical practice.
                     (beat)
              Anything besides the nausea?

                             JACK
              Headaches.   Big, pounding
              headaches.   Lots of pain.

                             GREENBUSH
              Headaches.   Okay. Anything else?
                             JACK
              Yeah.   The dream.

                             GREENBUSH
              Hmmm.

INNERSPACE - Rev. 12/3/85                            10.

                       JACK
         Want to hear it?

                       GREENBUSH
         Okay.
                       JACK
         I'm at work. I'm at the market. I'm
         working one of the registers. The
         next customer is this lady with bright
         orange hair, Mrs. Mulrooney. She's a               *
         regular. She's wearing those pointy --             *
         you know -- Harlequin Sunglasses.
         With little sparkly things in them.
         And a lime green jumpsuit with a
         three-inch wide red vinyl belt.

                       GREENBUSH
         Very vivid.
                       JACK
         Yeah.  I have the same dream every night.
                (beat)
         Anyway, I'm passing her stuff over the
         bar-code scanner, and I don't notice it,
         but the computer's gone nuts, and it's
         ringing up all the wrong prices. I mean,
         twelve-hundred dollars for a can of
         coffee! So when I'm all done, I look at
         the register and the total's like way
         over a hundred thousand dollars.
                (beat)
         So Mrs. Mulrooney says to me, real                 *
         calm, 'I don't carry that kind of
         money on me, sweetie, will you take
         this instead'...
                (beat)
         ... And she reaches down into her purse
         and comes out with a 357 Magnum this
         long and shoves the barrel into my face
         and pulls back on the trigger -- and
         that's when I wake up screaming!...

The sweat is pouring off Jack's face.   Greenbush regards
him impassively.
                       GREENBUSH
         That it?

                        JACK
         Yeah.   What do you think?

                       GREENBUSH
         I won't think anything until we run
         the usual tests. Slip out of those
         clothes, would you?

With that, Greenbush exits the exam room.

                                                           11.

11   INT. GREENBUSH'S PRIVATE OFFICE - DAY
     Jack, wearing his streetclothes, sits in front of Greenbush's
     desk. Greenbush bustles into the office with Jack's test
     results under his arm.
     Jack regards him anxiously.

                             GREENBUSH
               You're fine, Jack. I can't find
               anything wrong with you.
     Jack looks disappointed.

                              JACK
               What?...

                             GREENBUSH
               Everything checks out.
     Jack can't believe his ears.    He seems ready to demand his
     money back.
                             GREENBUSH
               You are under a lot of stress,
               however. You're way too uptight,
               Jack.
                             JACK
                      (sarcastically)
               Uptight? Are you sure that's the
               correct medical term?
                             GREENBUSH
               Look -- do you have any vacation
               time coming? You need a rest. Get
               away for some R & R. Peace and Quiet
               -- that's my prescription for you.

12   HOLD ON JACK
     Thinking it over.    Doesn't sound like such a bad idea.

13   EXT. LARGE SUBURBAN SUPERMARKET - DAY
     A VW Bug speeds into the parking lot of a Ralph's Market.
     Jack jumps from the car and races towards the entrance.

14   INT. RALPH'S MARKET - DAY
     Very busy. Many shoppers. Jack hurries into the market
     and grabs his apron. A name tag clipped to it reads:

                               J. PUTTER
                             ASST. MANAGER

     Revised 11/8/85                                     12.         *

     As Jack ties the apron behind his back, MR. WORMWOOD, the
     market manager, comes up beside him.

                             WORMWOOD
               Jack, where have you been?
                             JACK
               Sorry, Mr. Wormwood.     Doctor's
               appointment.

                             WORMWOOD
                      (concerned)
               Are you all right?

                             JACK
               I'm fine.
                      (rubs his temples)
               Do you have any aspirin on you?

15   CHECK-OUT AISLES - LATER
     Jack walks down the row of check-out aisles, looking to see
     where he can lend a hand. He stops at the aisle where WENDY,
     an attractive young blonde, is working the register.
     Jack begins to bag Wendy's customer's groceries, ever so
     often stealing a glance her way. Eventually:
                             JACK
                      (softly)
               We had a date last night, you know?
                             WENDY
               Huh?
                             JACK
                      (louder)
               Our date. Last night.

                             WENDY
                      (snapping at him)
               I forgot. Okay?

                              JACK
               You forgot?   How could you forget?
                             WENDY
               Look, Jack, I told you already, if
               you're gonna be a part of my life,
               you can't hassle me about stuff.
     Jack gives her a long, baffled look.

                             JACK
               Wendy... I'm not a part of your life.
     To which Wendy merely shrugs her shoulders and SNAPS her gum.
                                                CUT TO:

     INNERSPACE - Rev. 12/3/85                           13.        *

16   PRODUCE DEPARTMENT
     DR. DAVID NILES pushes a shopping cart between the crates of
     fresh vegetables. He's a studious young man with dark wavy
     hair and tortoise-shell glasses.
     There is another man with him. We recognize this man as Pete
     Blanchard, from the NASA cocktail party. Blanchard seems ill
     at ease and very much out of place in these surroundings.

                             BLANCHARD
               Great place to have a meeting.

                             NILES
               Good as any.
                      (beat)
               Do these bananas look ripe to you?

                             BLANCHARD
               Let's get to the point, all right?
                             NILES
               Okay.
                      (long pause)
               We've made a breakthrough.

                             BLANCHARD
               The satellite missile guidance
               system.
                             NILES
               Uh... we haven't perfected that
               just yet. We got a bit
               sidetracked.
     Blanchard draws back apprehensively.
                             BLANCHARD
               What are you talking about?

                             NILES
               I'm talking about the world in an
               eyedropper.

     Blanchard looks baffled. Niles wheels his cart toward
     the produce bins. Blanchard hurries along beside him.

                             NILES
               Miniaturization. We can shrink
               anything. Right down to the size
               of --
                      (looks around, finds
                       a peapod)
               -- a pea.
                      (beat)
               Even smaller than that.

     Blanchard seems skeptical.

     INNERSPACE - Rev. 12/3/85                               14.     *

                              BLANCHARD
               Bullshit.

                             NILES
               We brought in Ozzie Wexler.
     The name draws a blank with Blanchard.

                             NILES
               The man who invented Action Man,
               the 3-D video game.
                             BLANCHARD
               Action Man didn't work!
                             NILES
               Yes it did.
                      (beat)
               The bottom dropped out of the
               video market, that's all. The
               public never gave it a chance.
     Blanchard seems totally exasperated and pissed off.
                             NILES
               Come and see for yourself what
               we've done.
                               BLANCHARD
               All right.    Set it up. But you
               better have   something, Niles, or
               I'm pulling   the plug on you and
               your entire   misfit operation.
     With that, Blanchard marches off.

                                                    DISSOLVE TO:
17   EXT. SOMEWHERE IN SILICON VALLEY - MORNING

     Morning traffic crawls along a freeway interchange.      Smog
     and mist hang in the air.

     CAMERA LOCATES a rambling, one-story industrial complex
     in the shadow of a freeway overpass.
18   CLOSER ON COMPLEX

     A chain link fence surrounds the property.      A sign on the
     fence reads:
               "SYNERGRATED VECTOR-SCOPE LABORATORIES"

     INNERSPACE - Rev. 12/3/85                              15.   *

19   INT. VECTOR-SCOPE LAB
     The lab looks cluttered and disorganized. A labyrinth of
     wires and cables snake across the floor. The numerous
     pieces of scientific equipment look exposed, functional
     and well used.
     In the center of the lab stands a large, impressive-
     looking, Plexiglass GEODESIC DOME.

     Youthful LAB TECHNICIANS wearing photo-ID badges go about
     their business with obvious enthusiasm.

     OZZIE WEXLER is being videotaped by another Lab
     Technician.
                             OZZIE
                      (into video camera)
               Uh... experiment number 27-G-5000.
               Time... eight-hundred hours. Date
               ... 5-26.
                      (clears his throat)
               A full-grown human male will be
               placed inside a submersible pod of
               the type used in deep sea
               exploration, miniaturized, and
               introduced into the system of a
               living organism, in this case, the
               system of a common Lepus Cuniculus,
               or: white laboratory rabbit...

     Ozzie stops, notices that the Lab Tech has pointed the
     video camera away.
                             OZZIE
               What are you doing?
                             LAB TECH
               Panning to the rabbit.

                             OZZIE
               Don't pan anywhere!   Keep the
               camera on me.

     The Lab Tech pans back to Ozzie, who continues:
                             OZZIE
               Miniaturization is achieved
               through the pairing of two 5000-
               Series Photon Echo Memroy Chips...
               called 'PEMS' for short.
                      (holds up both
                       chips)
               The two chips are intergrated, but
               electronically opposed. Only one
               is necessary for miniaturization,
               but both are required for
               re-enlargement.

     INNERSPACE - Rev. 12/3/85                              16.   *

     A BELL RINGS.    HORN SOUNDS.   Lights flash.
                               P.A. SYSTEM VOICE
                 Zero minus fifteen, Oz.

                               OZZIE
                        (to Lab Tech)
                 Keep rolling. I want a record of
                 everything.

20   INT. LAB LOCKER ROOM
     Tuck Pendelton is alone in the room. He wears a Navy
     blue jumpsuit and sits on a bench with the same pensive
     expression of a football player before the big game.
     He rises.    Goes to a mirror over the sink and looks at
     himself.

     The door BANGS open and Ozzie enters.     Startled, Tuck
     jumps at the noise.
                               OZZIE
                        (smiling)
                 Nervous?

     Tuck makes no reply.   Ozzie sees a bulge under Tuck's
     jumpsuit.
                               OZZIE
                 Do you really need that?
     Tuck removes a flask from his pocket -- pauses to con-
     sider it -- then pours its contents down the sink.
                              TUCK
                 Okay?
     Ozzie nods his head, but then sees Tuck return the flask
     to his pocket.
                               OZZIE
                 You're taking it anyway?

                               TUCK
                 I have to.
                        (beat)
                 It's my lucky flask.

     Ozzie sighs to himself in resignation.
                               OZZIE
                 Okay. Now remember -- trust your
                 on-board computer. Use it. I know
                 you've studied, but don't rely on
                 yourself when you don't have to.
                 The computer's been programmed to
                 answer any question you might have.

     INNERSPACE - Rev. 12/3/85                             17.    *

                               TUCK
                 I remember.

                               OZZIE
                 Maybe we should review our objects
                 one more time.
                               TUCK
                 I know what our objectives are.
                 Retrieve tissue samples and test
                 efficiency of surgical laser beam.
                        (beat)
                 Look, Oz... I know I'm no prize,
                 but I'm the only one you could
                 get. And this mission's the only
                 one I could get. So let's just
                 get the job done.

                               P.A. SYSTEM VOICE
                 Zero minus ten.
21   INT. CORRIDOR LEADING TO LAB
     Tuck and Ozzie come down the corridor. Tuck holds his
     helmet under his arm. He looks like he's walking "the
     last mile."
     The corridor is lined with boxes of 3-D Action Man games.
     Many of them stamped, "Return for Refund," or "Defective,"
     or "Discontinued Series."

     Tuck glances at the boxes.    It shakes his confidence.
     Ozzie sees this.
                               OZZIE
                        (defensively)
                 The game works! It's not my fault
                 the public lost interest in video!

     They round a bend in the corridor and emerge into:
22   THE LAB

     Buzzing with activity.    Technicians man their stations.
                               P.A. SYSTEM VOICE
                 Zero minus eight.

     Tuck and  Ozzie approach the geodesic dome. It looms up
     for Tuck  like the Matterhorn. Something catches in his
     throat.   His heart skips a beat. They draw closer and
     closer to  the dome.

     INNERSPACE - Rev. 12/3/85                              17A.   *

23   INSIDE THE DOME
     Tuck and Ozzie enter, followed by several lab Techs.    In
     contrast to the lab without, the dome is clean and
     orderly. Its translucent panels gently diffuse the
     light.
     Tuck's eyes lead us to...

24   THE POD
     Resting on a platform several feet above the floor. A
     gracefully-molded, teardrop-shaped white Fiberglass sub-
     mersible chamber with stabilizers, rotors, thrusters,
     top-mounted floodlights and articulating arms.
     An expansive glass viewing dome wraps around the pod's
     cockpit.

25   TUCK
     approaches the Pod.
                             OZZIE
               Good luck, Captain.

     A Technician opens the Pod's hatch and Tuck climbs in.
                             TUCK
               Just get me home again before my
               air runs out.
                              OZZIE
               Don't worry.   You've got a 24-hour
               supply.

                             P.A. SYSTEM VOICE
               Zero minus five.

     The hatch is closed and locked.
26   MISSION CONTROL

     is a panel of monitors and terminals outside the dome.
     Ozzie takes his place behind the main controls.
                             TECHNICIAN
                      (to Ozzie)
               Dr. Niles and Mr. Blanchard aren't
               here yet.
                             OZZIE
               That's just too bad.
                      (slips on headset)
               Do you read me, Captain?

     INNERSPACE - Rev. 12/3/85                           17B.    *

27   INSIDE THE POD
     Tuck straps himself into the body-contoured swivel seat.
     He is surrounded by computer terminals, display monitors,
     switches, lights and instruments.
                             TUCK
               Loud and clear, Oz.

28   MISSION CONTROL
                             TECH
               Zero minus three.

                             OZZIE
               Engage PEM number one.

     Revised 11/8/85                                       18.       *

29   THE FIRST PEM
     (a chip no bigger than a postage stamp) is snapped into a
     complex circuit board. Several Technicians, using perfectly
     calibrated instruments, must oversee its precise placement.
                             TECH
               PEM Number One functional.

                             OZZIE
               Engage PEM Number Two.
30   THE SECOND PEM

     is snapped into place on a portable circuit module with the
     same care and precision as the first chip. The module is
     then inserted into an opening in the nose of the Pod itself.

                             TECH
               PEM Number Two functional.
                             OZZIE
               Activate Miniaturization Sphere.
31   THE MINIATURIZATION SPHERE

     (resembling a giant fishbowl made of smoked glass) descends
     from the top of the dome and is slowly lowered into place
     over the Pod.
32   INSIDE THE POD
     Tuck watches the dark sphere slowly engulf him, shutting out
     all but the brightest laboratory lights.
     He switches on the Pod's interior lights.    They glow with a
     soft green luminescence.
                             TECH'S VOICE
               Zero minus one and counting!
                                                  DISSOLVE TO:

33   CLOSE ON "BUGS"
     The laboratory white rabbit. Wires from several terminals
     embedded under its skin connect to monitors and display
     screens. Bugs' nose twitches nervously.

                             TECHNICIAN'S VOICE
               ... fifteen seconds... fourteen
               seconds... thirteen seconds, (etc.) --

     Revised 11/8/85                                        19.       *

34   FULL SHOT - THE LAB
     The atmosphere is charged with a sense of purpose, dedication
     and the adventure of true scientific discovery.

                             TECHNICIAN
               ... two seconds... one second...
               Zero Seconds.

     Ozzie presses a flashing yellow button, and --
35   THE MINIATURIZATION SPHERE

     begins to glow brightly.    The Pod inside becomes a brilliant
     silhouette.
     Ultra high-powered laser tubes bombard the sphere with beams
     of multi-colored light.

36   INSIDE THE POD
     Tuck wears a green-visored helmet to protect his eyes from
     the blazing lights.
37   CLOSE ON VARIOUS MONITORS

     Four different 3-D images of the Pod are displayed:    A wire-
     frame image. A solid-model image. An X-ray image.      A heat-
     generated image.
     In all four cases it is very clear to us that the Pod is
     decreasing in size!
38   BACK TO SCENE
                             LAB TECH
               Twenty percent reduction... fifty
               percent reduction... seventy-five
               percent reduction... we now have
               full reduction.
                             OZZIE
               Raise the sphere.

     The Miniaturization Sphere is raised -- and the Pod has
     seemingly disappeared.

     Everyone breathes a communal sigh of relief as small,
     congratulatory smiles are exchanged.
                             OZZIE
               Nice work, team. Now let's get
               the Pod into the syringe.
                                                  CUT TO:

     Revised 11/8/85                                         20.

39   INT. A SUBURBAN SHOPPING MALL - DAY
     MUZAK plays.   Shoppers stroll.   Teenagers hang out.

     Jack Putter goes up the escalator to the second level.
40   INT. MALL CAMERA SHOP

     A CUSTOMER is examining several cameras.

                             CLERK
               Now this one is fully automatic.

                               CUSTOMER
               Hmmmm.
     In the b.g., we see Jack walk by.

41   JACK
     pauses to look into the window of a Travel Agency.      Posters
     advertising Mexican cruises are featured.
     Jack enters the agency.
42   INT. TRAVEL AGENCY
     Jack is seated next to the desk of a WOMAN TRAVEL AGENT.
                             AGENT
               ... Fun, romance, excitement, relaxation --
                             JACK
               -- I'll take relaxation.
                             AGENT
               It's a cruise -- you get them all.
                             JACK
               No excitement. Doctor's orders.
                             AGENT
               Ah, but you're a single young man.
                      (beat)
               What about romance?
                             JACK
               As long as it isn't too exciting.

43   EXT. VECTOR-SCOPE LAB                                             *
     Several TELEPHONE UTILITY TRUCKS pull up and park in the          *
     parking lot. Telephone Company REPAIRMEN pile out wearing         *
     hardhats and coveralls.                                           *
     Orange cones are placed on the ground around the truck.           *

     INNERSPACE - Rev. 12/3/85                             21.     *

44   CLOSE ON ORANGE CONE
     as it is set down on the pavement. Somehow, this innocent
     act conveys a stong feeling of malevolence.

45   INT. LAB - INSIDE DOME
     A computer-operated robotic arm places a hypodermic syringe
     filled with pinkish fluid beneath the lens of a powerful
     scanning electron microscope.
     All technicians defer to Ozzie who is accorded the first
     look. He enters the dome and peers through the
     binocular-viewing eyepiece of the microscope.
46   WHAT HE SEES:

     The Pod! Floating in the pink solution.     Tuck clearly
     visible at the helm of the craft.
47   TUCK - INSIDE THE POD
     looks out the viewing dome at the strangely-shaped and
     colored globules that float past his Pod.
                             TUCK
                      (softly)
               Ho-ly shit.
                      (into mike)
               Oz... I think you did it, boy.
               I'm little. I'm shrunk right down
               to nuthin'.
48   INT. ENTRANCE TO VECTO-SCOPE LAB
     A group of TELEPHONE company REPAIRMEN enter the lobby.
     TWO security GUARDS are there. One sits behind a security
     command station desk where ten or more video monitors
     display different locations around the complex.

                             GUARD
               What's the trouble, boys?

                               TELEPHONE REPAIRMAN
               No trouble...
     The Guard looks puzzled, and the Repairmen slip on gas
     masks in unison.

                             GUARD
               Hey -- what is this?

     The Repairmen are suddenly holding what appear to be road
     flares. The flares produce a billowing PURPLE SMOKE.

     INNERSPACE - Rev. 12/3/85                            22.      *

     The Second Guard reaches for his gun, but his movements
     wind down like SLOW MOTION.

     The Repairmen (who we shall now call THE INTRUDERS) toss
     the flares to the floor and enter the lab unmolested, as
     the entrance lobby fills with purple smoke.
49   INT. CORRIDOR OF LAB

     The Intruders stride down the corridor. Several of them
     begin to snap together automatic rifles as they go.
50   EXT. LAB PARKING LOT

     A BLACK SEDAN pulls up and parks a short distance away
     from the telephone company trucks.

51   CLOSE ON BLACK SEDAN

     Two men sit in front. A THIRD sits alone in the back.
     His power window glides down. The man is:
52   MR. IGOE
     Steel-blue eyes. Shor blond hair. Year-round tan. Rug-
     ged physique. Igoe looks like an Alpine ski instructor
     with psychotic tendencies.
53   INT. LAB
     The Intruders enter. For a moment they go unnoticed by
     the busy Lab Techs. Then: the flares are produced and
     thrown in all directions.
     One flare lands directly under the nose of the Technicians
     at the mission control panel.
     Purple smoke begins to swirl in the air. Technicians
     begin to protest, but very quickly their eyes glaze over,
     their movements slow and their voices slur.
                              INTRUDER ONE
                Where's the chip?

                              INTRUDER TWO
                Over there.

                              INTRUDER ONE
                Get it.
     The chip is ripped from the circuit board.   Intruder One
     walks toward the dome.

54   OZZIE INSIDE THE DOME
     can see the silhouette of the approaching Intruder outside.
     His expression fills with alarm.

     INNERSPACE - Rev. 12/3/85                           23.      *

55   OUTSIDE DOME
     The Intruder smiles to himself and unleashes a FUSILLADE
     of GUNFIRE at the dome.

56   INSIDE THE DOME
     Ozzie flinches as the Plexiglass dome begins to disinte-
     grate under the BARRAGE of GUNFIRE. Shattered pieces rain
     down on him. He crouches behind the big microscope for
     protection.
     Then, glancing up at the hypodermic syringe under the
     microscope's lens, he makes a decision: He grabs the
     syringe, kicks open the dome's hatchway, and makes a dash
     for it.

57   OUTSIDE DOME

     Ozzie emerges on the side away from the Intruders. They
     don't see him. He stays low, holding a handkerchief to
     his nose and mouth, darts between a few large pieces of
     equipment, and escapes.
     The Intruders, meanwhile, have the Technicians lined up
     before them. They regard their captors with dopey, be-
     wildered expressions; swaying drunkenly from side to
     side.
     An Intruder takes the videotape camera from one of the
     Techs.
                             TECH
               Who are you?...
                             INTRUDER
               I'm yer mother.
     The Tech looks confused. He makes an effort to understand;
     to focus his eyes. And slowly, the Intruder transforms
     for him into:
     THE IMAGE OF HIS MOTHER.

     A sweet, gray-haired old lady.
                                TECH
                         (smiling)
               Mom...
     But "mom" is carrying an automatic rifle in her arms.
     She swings up the barrel.

                               TECH
               Mom?...

     INNERSPACE - Rev. 12/3/85                            23A.

58   CLOSE ON WEAPON'S BARREL                                     *
     EXPLODING into GUNFIRE.                                      *

59   CLOSE ON BUGS                                                *
     The white rabbit.   Twitching and trembling at the sounds.   *

     Revised 11/8/85                                      24.       *

60   EXT. VECTOR-SCOPE LABS
     Ozzie emerges from a side door into the bright light of day.
     He stops, looks in all directions -- then runs off.

61   INT. THE BLACK SEDAN
     Igoe sees Ozzie running across the parking lot in the distance
     toward a parked motorcycle. He hops on, kicks the starter.
     The ENGINE ROARS up -- he SQUEALS out across the parking lot.
                              IGOE
               Get him!

62   FULL SHOT - THE VECTOR-SCOPE PARKING LOT
     Ozzie speeding off and the Black Sedan burning rubber in
     an effort to catch up.

63   EXT. STREET NEAR LAB - DAY
     Ozzie zooms down the street, but the Black Sedan begins to
     gain on him.
     Now -- the Black Sedan pulls up beside him. The rear window
     lowers and an Uzi handgun is pointed at Ozzie.
     Ozzie sees the gun -- reacts by making a sharp turn to the
     right. Tires SQUEAL, dust flies. The Black Sedan speeds past.
     But now Ozzie finds himself traveling up a
64   FREEWAY OFF RAMP!
     He dodges several cars coming down the ramp.   HORNS HONK.

65   THE BLACK SEDAN
     makes a sharp U-turn in the street -- ROARS up the Off
     Ramp in pursuit of Ozzie.
     An EIGHTEEN-WHEELER barrels down the ramp. Its AIR HORN
     sounds. The Black Sedan swerves -- just missing a major
     head-on -- and proceeds up the ramp.
66   EXT. THE FREEWAY - DAY

     Ozzie shoots onto the freeway going 80 m.p.h. in the wrong
     direction. He hugs the freeway's shoulder, but oncoming
     traffic speeds past him at 65 m.p.h. with only inches of
     daylight to spare.

     The Black Sedan is not far behind -- also racing along the
     shoulder of the roadway.

                                                            25.

67   INT. THE BLACK SEDAN
     Of the three men inside, only Igoe is without fear.

                             IGOE
                      (to the driver)
               Run him off the road.

                              DRIVER
               What?...
                              IGOE
               Run him off!

     Igoe leans forward and takes charge of the steering wheel.
     He yanks hard to the right.

68   THE BLACK SEDAN

     swings out into the first freeway traffic lane, side-by-
     side with Ozzie's motorcycle.
69   OZZIE
     looks over.    Can't believe his eyes.

70   THE BLACK SEDAN
     stays in the traffic lane. Fortunately, there are no opposing
     vehicles immediately approaching.

71   INSIDE THE BLACK SEDAN
     Igoe yanks the wheel to the left.
72   THE BLACK SEDAN
     swirves toward Ozzie.

73   OZZIE
     gives the motorcycle the gas and it leaps forward. The Black
     Sedan's front bumper just grazes the cycle's rear fender.

     Ozzie almost loses control -- the motorcycle swerves
     dangerously to one side.

     CAMERA MOVES IN TIGHT ON THE SYRINGE

     poking out from the pocket of Ozzie's lab coat.
74   INT. THE POD

     Tuck is being buffeted about mercilessly.   He struggles
     with the Pod's control sticks.

                                                          26.

                             TUCK
               Hey! What's going on out there!
               Ozzie, come in. Can you hear me?

75   EXT. THE FREEWAY
     An OIL TANKER bears down on the Black Sedan.   Both occupy
     the same traffic lane.

76   INSIDE THE BLACK SEDAN
     Igoe's henchmen begin to WHIMPER.   Igoe has control of
     the steering wheel.

     The Oil Tanker is getting closer and closer. Igoe gnashes
     his teeth in frustration and reluctantly swerves back onto
     the freeway's shoulder, behind Ozzie.

77   THE OIL TANKER
     Whizzes past, with only inches to spare.
78   INSIDE THE BLACK SEDAN
     All three men suddenly see a freeway CALL BOX dead ahead.

79   EXT. THE FREEWAY
     Ozzie swerves to miss the Call Box. The Black Sedan
     brakes -- skids and squeals -- but can't stop in time.

     BAM! The Call Box is sheared off, and goes flying over
     the sedan's roof.
80   OZZIE

     speeds into the lead, and exits the freeway... this time
     using an ON RAMP to do so.

81   THE BLACK SEDAN
     resumes its pursuit, barrels down the On Ramp.

82   EXT. SURFACE STREETS - DAY
     Ozzie ROARS by.    The Black Sedan soon follows.

83   EXT. PARKING LOT OF SUBURBAN SHOPPING MALL - DAY

     Ozzie turns into the parking lot.   The Black Sedan does
     likewise.

84   OVERHEAD VIEW OF PARKING LOT:

     The motorcycle is much more nimble and quick, cutting in and
     out of parking lanes, leaving the Black Sedan in its dust.

     INNERSPACE - Rev. 12/3/85                            27.

85   THE BLACK SEDAN
     Stops. Igoe jumps out, steadies his arm on the doorframe
     and aims his pistol -- BANG!

86   OZZIE'S MOTORCYCLE                                           *
     flies out from under him, skids across the pavement and
     crashes. But Ozzie gets to his feet and runs toward the      *
     Mall Entrance.
87   IGOE

     jumps back into the Black Sedan.
88   THE BLACK SEDAN

     ROARS down the parking aisle -- jumps the curb and comes
     to rest directly in front of the Mall Entrance. Igoe and
     his Henchmen dash into the Mall.
89   INT. MALL CAMERA SHOP
     The Customer still hasn't decided which camera to buy.
     The Clerk begins to load film into one of them.

                               CLERK
                 The best thing to do is to try it out.
90   INT. MALL TRAVEL AGENCY

     Jack shakes hands with the travel agent, then gets to his feet.
                               AGENT
                 Congratulations, Mr. Putter.

     Jack smiles uneasily.
                               JACK
                 Well... I didn't think it'd be
                 this expensive, but...
                               AGENT
                 Don't worry. You're going to have
                 a wonderful time.
91   INT. MALL                                                    *

     Igoe and his Henchmen run into the mall. Igoe screws a       *
     silencer onto the barrel of his pistol and looks in all      *
     directions.

                                 HENCHMAN
                          (pointing)
                 There!

      INNERSPACE - Rev. 12/3/85                              28.

92    OZZIE                                                          *
      is just barely glimpsed getting into the glass elevator
      to the second level. The doors are closing behind him.         *

93    IGOE                                                           *
      swings up his PISTOL with lightning speed and FIRES --         *
      PHHHT!                                                         *

94    OZZIE                                                          *
      makes it on board the elevator.                                *

95    IGOE AND HIS HENCHMEN
      hurry towards an escalator a short distance down the mall.

96    INT. THE GLASS ELEVATOR
      Ozzie is alone.   His face ashen.                              *
      Sweat beads on his forehead.   His eyes look glazed.
      Something is very wrong.
97    INT. SECOND LEVEL OF MALL
      Jack emerges from the travel agency, glancing down at his
      cruise brochures as he walks. He moves towards the elevator.
      Meanwhile, the Customer and Clerk step out of the Camera Shop.
      The Customer holds the camera in his hand.
                               CLERK
                Go ahead.   Give it a try.

98    IGOE
      doesn't stand still on the escalator. He pushes past
      other shoppers in his hurry to reach the second level.
99    JACK

      arrives at the elevator.
100   HE CUSTOMER

      swings the camera around, and -- for the want of anything
      better to shoot -- points it at Jack.
                              CLERK
                How 'bout that auto-focus!

101   HE ELEVATOR DOORS
      open... and Ozzie stands there tottering on rubber legs.       *
      Jack looks at him -- is taken aback by his appearance.
      Then Ozzie pitches forward and Jack catches him.               *

      Revised 11/8/85                                       29.

      CLICK!
      The Customer captures the moment on film.

102   INSERT:   CLOSE ON OZZIE'S HAND
      holding the hypodermic syringe. His arms wrap around Jack's
      waist, and with his last dying breath he injects the pink
      fluid into Jack's butt.                                        *

103   THE POD - INSIDE THE SYRINGE
      is thrusted powerfully forward with the equivalent force
      of fifteen G's as the pink fluid rushes around it.
104   TUCK - INSIDE THE POD

      is SLAMMED back into his seat by the unexpected burst of speed.
      Unprepared for such a tremendous acceleration, he blacks out.
105   JACK
      feels the sting of the needle. He tries to turn.     The syringe
      drops to the floor -- unseen by Jack.
      Shoppers begin to SCREAM and SHRIEK: The back of Ozzie's
      lab coat is soaked with blood. Jack lowers him gently to
      the floor as a crowd begins to gather.
106   IGOE

      arrives. Sees that Ozzie is dead.   Then he spots the empty
      syringe lying on the floor.                                    *
      In all the excitement, no one notices him pick it up and       *
      put it into his pocket.
      Nor do the Henchmen have any trouble stealing the camera
      away from the distracted Customer.

107   FULL SHOT - THE MALL
      Everyone is rushing to the second level.    Security Guards
      come running.
      Igoe and his Henchmen are conspicuous in that they are
      the only ones walking in the opposite direction.

108   JACK
      just stands there over Ozzie's body wearing a bewildered
      expression on his face.

109   TUCK - INSIDE THE POD
      Unconscious.   Head slumped against his shoulder.

                                                  DISSOLVE TO:

                                                           30.

110   EXT. RALPH'S MARKET - DAY
      Jack's VW Bug speeds into the parking lot.

111   INT. MARKET - DAY
      Buzzing with activity.   Jack dashes in, pale and sweaty.
      Wormwood grabs him.

                              WORMWOOD
                 What now? Another doctor's
                 appointment?

                               JACK
                 Sorry, Mr. Wormwood. You wouldn't
                 believe what happened to me this
                 morning.

                               WORMWOOD
                 You're right -- I wouldn't.
      Jack takes the apron and heads off.
                               WORMWOOD
                        (calling after him)
                 You're not on vacation yet, you know!
112   JACK
      passes Wendy, clerking on Aisle Two.

                               JACK
                 Hi, Wendy.
                               WENDY
                 Jesus -- you okay?
                               JACK
                 Well, I...

                               WENDY
                 Because you look like shit.

      Jack cringes, tries to comb his hair with his fingers.
113   WORMWOOD

      grabs the store p.a. system microphone.

                               WORMWOOD
                 Check-lane Three is now open to
                 all shoppers. Immediate service
                 on Aisle Three.

      Five or six shoppers, with overflowing carts, charge toward
      Aisle Three. A massive pile-up is only nearly averted.

      INNERSPACE - Rev. 12/3/85                             31.         *

114   INT. THE POD
      Tuck begins to regain consciousness. His eyes open, and
      focus slowly. He shakes the cobwebs from his head, then
      looks out the viewing dome.
115   TUCK'S POV THROUGH DOME

      A long, hollow tunnel filled with fluid and floating red
      and white donut-shaped globules.
                                TUCK'S VOICE
                Blood cells!

      (NOTE TO READER: When picturing sequences "inside    the body,"
      imagine the darkness of the ocean floor. The only    source of
      light being the Pod's own flood lamps. The effect    is mys-
      terious and claustrophobic -- with the everpresent   heart beat
      reverberating in the distance.)
116   RETURN TO TUCK
                              TUCK
                       (into mike)
                Mission Control, come in. Can you
                read me? What the hell's goin' on
                out there? I think I blacked out.
                Am I inside Bugs, or what?
                       (pauses for reply)
                Ozzie. Come in. Do you copy?
                       (still no reply)
                What's wrong with this damn radio!?
117   INT. RALPH'S MARKET
      MRS. MULROONEY (looking just as Jack described her in his
      dream -- orange hair, harlequin sunglasses and all)
      swings her cart into Jack's check-out lane.

      Jack sees her.   He looks a little worried.
      Mrs. Mulrooney begins to pile her selections onto the
      conveyor belt. They move slowly toward Jack.

118   TUCK - INSIDE THE POD
                              TUCK
                       (into mike)
                Mission Control, if you can hear
                me -- I'm gonna try to restore
                radio contact by activating one
                of these electromagnetic booster
                cells.
                       (beat)
                Here it comes, Oz. Hold on to
                your socks.

      Tuck hits the booster button.

      INNERSPACE - Rev. 12/3/85                           32/33.

119   EXT. THE POD
      BUZZZZZZZ! A strong Electromagnetic Charge is emitted
      from the Pod in the form of a BRILLIANT BLUE LIGHT.

120   INT. THE MARKET - AISLE THREE
      The Electromagnetic Charge begins to play havoc with Jack's
      Bar-Code scanner. The register begins to record inaccurate
      prices:
      Twenty-five hundred for a loaf of bread. Six-thousand for a
      can of dog food. Fifteen-hundred buys a box of Raisin Bran.

121   EXT. THE POD
      BUZZZZZ! BUZZZZZ! Two more jolts of Electromagnetic
      energy are emitted.

                                                            34.

                              TUCK'S VOICE
                If this doesn't put radio transmission
                back on line, nothing will.

122   INT. THE MARKET - AISLE THREE
      Jack, and everyone surrounding him, have become aware of the
      computer "glitch." The total on the register reads: $128,000.

      Jack looks dazed.    All color is drained from his face.
                              JACK
                The dream... it's the dream...
                the dream has come true...
      Wormwood arrives to take charge, glances at the register.

                                 WORMWOOD
                Jack!     What have you done!?
                              JACK
                It's the dream...
                                WORMWOOD
                The what?!

      Wendy comes over to look.
                              WENDY
                Boy, Jack... way to screw up!

                              MRS. MULROONEY
                       (to Jack)
                Listen, sweetie, I don't carry
                that kind of cash around on me.

      The line rings bells in Jack's head... then his eyes
      widen in horror as Mrs. Mulrooney reaches inside her purse.

                              JACK
                       (softly)
                Oh, no... here comes the gun.

      But she only removes a pack of cigarettes and lights up.
      Jack breathes a deep sigh of relief and grabs his head.
                              JACK
                       (to Wormwood)
                I need some aspirin --
                       (takes hold of
                        his lapels)
                -- please! I beg you for an aspirin.

                              WORMWOOD
                       (slapping Jack's
                        hand away)
                Unhand me, Putter!

      INNERSPACE - Rev. 12/3/85                            35.      *

      In desperation, Jack grabs a bottle of Bayer Aspirin from
      Mrs. Mulrooney's purchases, pops off the top, discards the
      cotton and puts the bottle to his lips as if to chug-a-lug
      the tablets.

                               MRS. MULROONEY
                Hey!   I'm not buyin' those aspirin now.

                              ANOTHER CUSTOMER
                At eight-hundred dollars a bottle,
                who'd want to!
      LAUGHTER from other shoppers. Wormwood fumes. He rips the
      aspirin bottle from Jack's hand -- tablets go flying across
      the floor.
                              WORMWOOD
                Get ahold of yourself, Jack! You're
                coming unglued! You're coming apart
                at the seams!
      Jack stares back at Wormwood with a glazed, uncomprehending
      expression. Wormwood is alarmed.
                              WORMWOOD
                My god... he's completely spaced-out.
                              WENDY
                I'll handle this --
      She steps forward and SLAPS Jack across the face with all
      her might. Jack's head spins halfway around.
                              WENDY
                Snap out of it, Jack!

123   INT. THE POD
      Tuck gives up on the radio.   He leans back in his chair
      to think.
                              TUCK
                Great! No radio. No communication.
                I'm completely cut off.
                       (pause)
                If only I could see out. Hmmm...
                maybe I can.

      He turns to the computer and flips a number of switches.
      The COMPUTER begins to glow and HUM.
                              TUCK
                Oz said this thing can answer any
                question I have...
                       (to Computer)
                ... Hey, you... can I see out
                through the eyes of this beast?

      INNERSPACE - Rev. 12/3/85                             36.   *

                             COMPUTER VOICE
               Sounds like a plan, Stan.

      Tuck does a double-take.

                             TUCK
               Huh??

                             COMPUTER VOICE
               We can patch into the optic nerve.
               Intercept the electrical impulses
               going to the brain.

                              TUCK
               Great.   How do I find it?
                             COMPUTER VOICE
               You want directions?

                             TUCK
               Yeah.
                             COMPUTER VOICE
               Say... didn't you prepare for this
               mission?

                             TUCK
               Do I have to defend myself to a
               machine!? Let's have the
               directions!

                             COMPUTER  VOICE
               Okay, okay. Keep your   eye on the
               screen, Player Number  One, begin
               the first level... and  good luck!

                            TUCK
               Swell! It's built out of old
               video games.

      The Computer "tunes up" like an arcade game and the
      monitor begins to display the map Tuck needs.

                             COMPUTER VOICE
               Take radial artery to axillary
               artery to internal jugular vein
               to frontal sinus to...

124   INT. MARKET - WORMWOOD'S OFFICE - DAY
      Jack sits in a chair, recovering. He rests one arm on
      Wormwood's desk. Wormwood stands over him.

                             WORMWOOD
               I know I lost my temper, Jack. I'm
               sorry. You've been like a son to me --
                             (MORE)

      INNERSPACE - Rev. 12/3/85                             37.

                              WORMWOOD (CONT'D)
                       (beat)
                -- well, a nephew, anyway. You've
                got a big future in retail food
                marketing, and I'd hate to see you
                blow it now by going psycho on us.
      Wendy enters with a cup of coffee.    Jack looks up, smiles
      appreciatively.

                              JACK
                Coffee! Great, Wendy.     That's
                just what I need.

      But Wendy didn't bring it for Jack.    She sips it herself.
                              WENDY
                There's more down the hall if you
                want some.
      Jack just shakes his head, resigned to her indifference.
                              WORMWOOD
                Jack... go home. Get some rest.
                Start your vacation today, and
                come back to us a new man.
                               JACK
                Okay.   Thanks, Mr. Wormwood.
      Jack rises from his chair -- discovers that the arm he
      was resting on Wormwood's desk is covered with paper clips.
      Jack looks puzzled.    He tries to brush them off, but can't.
                              WENDY
                God, Jack -- what now?
      Suddenly, Wendy's metal coffee spoon flies out of her
      hand and sticks to Jack's chest with a resounding THUD.
      Wormwood pries it off -- and it snaps right back!

                              WORMWOOD
                Good lord... the guy's a living magnet!
125   TUCK - INSIDE THE POD                                           *

      begins to get a picture on the Computer's display monitor.      *
                                TUCK                                  *
                All right!    I'm getting a picture                   *
                here...                                               *

      INNERSPACE - Rev. 12/3/85                           37A.      *

126   CLOSE ON MONITOR
      As it begins to broadcast Jack's POV -- which at this
      moment consists of Wendy and Wormwood looking at him with
      astonished expressions. Of course, there is no sound.
                              TUCK
                Wait a minute! Who the hell are
                they?! And where am I?!

127   JACK - IN THE OFFICE
      lifts his arm to look at the paper clips that cling to it.

128   TUCK - INSIDE THE POD
      sees the human arm come INTO VIEW... and he realizes that:

                              TUCK
                I'm in a man!
                       (almost panics)
                I'm in a strange man, in a strange
                room, surrounded by strangers!
                       (beat)
                How'd I get inside a man!? What
                happened to the rabbit!? I studied
                up on rabbits!
                       (begins to calm
                        down)
                Okay, Tuck... get a grip on yourself.
                We've got a little snafu here, as we
                say in the military. (Damn! Why'd
                I pour that scotch down the sink!?)
                Okay, okay. Think clear; stay cool.
      Tuck takes a moment to consider his options -- then springs
      into action.
                              TUCK
                I gotta talk to this guy!
                       (turns to Computer)
                I need directions to the inner ear.

                              COMPUTER VOICE
                       (sounding put-out)
                So, now it's the ear you want?

                                  TUCK
                Yes!     Now!   Right now!
                              COMPUTER VOICE
                Okay, Player Number One... it's
                your quarter.

      INNERSPACE - Rev. 12/3/85                              37B.

129   INT. JACK'S INNER EAR
      The Pod floats into the Middle Ear:     An enormous, glis-
      tening cavity that dwarfs the Pod.

      The Pod's articulating arms fasten a small electronic
      device to the eardrum.

130   INT. JACK'S VW BUG - TRAVELING - DAY

      Jack behind the wheel. He feels a strange sensation in
      his ear. It tickles. He shakes his head, then scratches
      his ear with a finger.

131   EXT. SELF-SERVE GAS STATION - DAY
      Jack fills his VW's tank. Nearby, two thirteen-year-old
      BOYS put air into their bike tires. The young STATION
      ATTENDANT leans against a pump drinking a Coke.
                               TUCK'S VOICE
                Hello.   Can you hear me?
      Jack turns toward the Boys, sees that they are occupied
      in their task. He shrugs it off.

                              TUCK'S VOICE
                Respond if you can hear me.

Revised 11/8/85                                     38.     *

Jack now turns toward the Attendant.
                        JACK
          You talking to me?

The Attendant just gives Jack a blank look and continues
to sip his Coke.

                         TUCK'S VOICE
          It works.   I can hear you.
Jack turns fast toward the Boys.

                        JACK
          Okay, fellas -- what's the joke?
                         BOYS
          Huh?...

                        TUCK'S VOICE
          This is no joke.
Jack looks startled. The voice is not coming from the
Boys at all. He turns back toward the Attendant.
                         JACK
          You!
                         ATTENDANT
          Me, what?

                         JACK
          It's you.
                        ATTENDANT
                 (sarcastically)
          Yeah, it's me all right.     I been
          me all my life.

The Boys laugh. The Attendant trades a look with them.
Jack is befuddled.
                        TUCK'S VOICE
          I'm not out there. I'm in here!
                         JACK
          In here??   Where's in here?!

                        TUCK'S VOICE
          In you. In your body! They put
          me in you instead of the rabbit.
          Why'd they do that?

Jack can't believe what he's hearing. A lunatic smile of
madness registers on his face and he lets out a shriek of
HYSTERICAL LAUGHTER.

Now the Attendant looks alarmed.

      Revised 11/8/85                                        39.   *

                              ATTENDANT
                You okay, fella?

                              JACK
                Yes, of course. However, I've
                apparently just gone insane!!
      He jumps back into his car and SQUEALS away.

132   INT. THE POD
      Traveling down the external auditory canal toward the
      external ear opening.

                              TUCK
                Hey, pal... how come I get the
                sinking feeling that you don't know
                what's going on any more than I do?

133   INT. DR. GREENBUSH'S OFFICE
      Jack, looking very agitated, sits on the examination
      table. Greenbush approaches him.
                              GREENBUSH
                A little voice inside your ear, huh?
                Okay, Jack, let's just have a look
                and see...
      Greenbush raises his ear-exam flashlight to Jack's ear.

134   INT. THE POD
      A brilliant, searing light streams into the ear canal
      with blinding intensity.

      Tuck SCREAMS and grabs his eyes in pain.
                                TUCK
                Oh, God!!
135   INT. GREENBUSH'S OFFICE

      Greenbush withdraws the instrument from Jack's ear.
                              GREENBUSH
                Didn't see a thing, Jack. Why
                don't you just go home and try
                to get some rest.
136   INT. THE POD

      Tuck takes his hands away from his eyes.   He looks around
      with a vacant expression.
                                TUCK
                I'm blind...

      Revised 11/8/85                                     40.       *

137   EXT. JACK'S APARTMENT BUILDING - DAY
      Jack's VW swings into the parking area of a small
      apartment complex.

138   INT. JACK'S APARTMENT
      Jack enters and collapses into an easy chair in exhaustion.
      He takes a few deep breaths and tries to forget the day's
      traumatic events.
      His eyes begin to close when...

                               TUCK'S VOICE
                I CAN SEE!!
      Jack leaps from his chair.

139   TUCK - INSIDE THE POD
                              TUCK
                I can see! Thank God. And I was
                just gettin' ready to kiss my
                pilot's license goodbye.
140   JACK - INSIDE THE APARTMENT
      stands in the middle of the room, poised for an attack
      from any direction.
                              JACK
                Where are you!? Who are you!?
                              TUCK'S VOICE
                Jack, we've got ourselves a little
                situation here.
                              JACK
                You know my name!

                              TUCK'S VOICE
                I heard somebody call you that...
                right before the lights went out,
                so to speak.
      Jack rubs his temples.

                              JACK
                       (to himself)
                Stay calm, Jack. Don't panic. Take
                your doctor's advice: Get some rest.

      Jack charges into:

      INNERSPACE - Rev. 12/3/85                           41.    *

141   THE BATHROOM
      where he throws open the medicine cabinet and begins to
      rummage through the bottles. He finds one; looks at it.

142   TUCK - INSIDE THE POD
      sees the bottle's label.

                              TUCK
                Sleeping pills!
143   JACK - IN THE BATHROOM

                              JACK
                       (alarmed)
                It even sees what I'm doing!

                              TUCK'S VOICE
                Don't take those!
                              JACK
                I'm going to sleep for a little
                while. Not long. Say, two or
                three days. And when I wake up,
                if you're not gone --
                              TUCK'S VOICE
                Wait! Don't! Listen to me: You're
                not crazy. I'm real! And I've only
                got a 24-hour air supply to begin
                with, so don't go to sleep on me!
      Jack pops the pills into his mouth.
                               JACK
                Too late.
144   TUCK - INSIDE THE POD

                              TUCK
                You fool! If I was normal size
                and outside of you instead of
                inside of you, I'd hit you so
                hard your grandchildren would be
                born with broken noses!
                       (then; to Computer)
                Quick! The fastest way to the
                stomach!
                              COMPUTER VOICE
                The stomach?... Yech!

145   JACK - IN THE BATHROOM
      stares into his medicine cabinet mirror, as if searching
      his reflection for some clue to his sudden insanity.
      Then it hits him: No more "voice."

      INNERSPACE - Rev. 12/3/85                              42.

                                  JACK
                  Voice?    Are you still there?

      No reply.   Jack seems pleased.

146   INT. JACK'S STOMACH
      The Pod RIPS into the stomach through the convoluted
      folds of the stomach wall.

147   INT. THE POD
      We share Tuck's view through the dome as the Pod hurtles
      into the foaming torrent of the stomach.
      The gastric glands secrete their caustic juices and
      hydrochloric acid bubbles up in all directions.

      HERE COME THE SLEEPING PILLS!
      Huge, gelatin capsules filled with multi-colored granules.
      They tumble down into the stomach headed straight for the Pod.
      Tuck swings a Laser-gun Sighting-Device into position.
      He takes aim and FIRES.

      Direct hits. The capsules VAPORIZE on the spot, explod-
      ing into colorful gas balls.
148   INT. THE LIVING ROOM

      Jack enters. But he stops to rub his stomach. He feels a
      queasy sensation down there. He lies down on the sofa to rest.
                                TUCK'S VOICE
                  You jerk! Are you trying to kill
                  us both!? How many of those pills
                  did you take, anyway!?

                                  JACK
                  Oh, no!    It's back.

      Revised 11/8/85                                          43.     *

                                 TUCK'S VOICE
                   You bet I'm back.

      Jack puts his hands over his ears.

                                 JACK
                   I'm not listening to you.

                                  TUCK'S VOICE
                   Jack!   Please!
      Jack begins to HUM to himself to cover Tuck's voice.

                                  TUCK'S VOICE
                   Jack!   We have to talk!
                                 JACK
                   I think I'll watch some TV!

                                   TUCK'S VOICE
                   No you won't!
                                  JACK
                   Ha!   Try and stop me!
      Jack picks up the remote control and turns on the TV.
149   TUCK - INSIDE THE POD
      hits the Electromagnetic Booster Button and --

150   THE TELEVISION
      shuts off.
151   JACK
      turns it on again. But again, Tuck turns it off. Jack turns
      it on again. Tuck turns it off. On. Off. On. Off. On.
      Off.
                                  JACK
                   Okay!   Forget the TV!

152   TUCK - INSIDE THE POD
      He's really pissed off now.

                                 TUCK
                   No, no! Watch TV!     Watch TV!
                   Enjoy yourself!

      Tuck holds down both Electromagnetic Buttons.

153   INT. THE LIVING ROOM
      A flash of blinding white light!       The TV comes on -- FULL
      VOLUME.

      Revised 11/8/85                                        44.    *

      The channels begin to change -- faster and faster.     The
      picture is just a blur.

      The indoor antenna shoots out to its longest extension
      and begins to WHIP around the air like a scorpion's tail.
      The volume grows LOUDER and LOUDER.    The TV BANGS up and
      down on the table.

      Jack watches all this with stunned, open-mouthed horror.
      Then:   POPPING and HISSING.

                                JACK
                Oh, noooooo!!
      The TV EXPLODES. The sofa is blown over backwards and
      Jack goes flying with it.

      Jack lies there on the rug, breathing heavily.
154   TUCK - INSIDE THE POD
      is also out of breath. Jack and Tuck are like two fighters
      who have pummeled each other into total exhaustion, but are
      both unwilling to concede defeat.
                              TUCK
                       (very sympathetically)
                Jack, I think we've really gotten this
                relationship off on the wrong foot.
155   JACK - LYING ON THE RUG
      makes no reply.   He just tries to catch his breath.

                              TUCK'S VOICE
                I am real, Jack. You do believe
                that now, don't you?

                              JACK
                I -- I want to.

                              TUCK'S VOICE
                Believe it, Jack, because it's true.
                       (beat)
                Did you ever see that movie where
                Tony Curtis and Sidney Poitier are
                handcuffed together?
                               JACK
                Yeah.   Sure...

                              TUCK'S VOICE
                Well, that's us, Jack.
                                JACK
                That's us?

      INNERSPACE - Rev. 12/3/85                             45.   *

                               TUCK'S VOICE
                Yeah.

156   TUCK - INSIDE THE POD

                              TUCK
                We're in this together and we have
                to help each other.
                       (beat)
                You don't work at the lab, do you?
                              JACK'S VOICE
                I work at Ralph's Market.

                              TUCK
                And you don't know anything about
                the experiment, do you?

                              JACK'S VOICE
                What experiment?
                               TUCK
                        (softly; as his worst
                         fears are confirmed)
                Shit.
                       (then)
                Jack... my name is Pendelton.
                Tuck Pendelton. Captain, United
                States Navy. I'm involved in a
                miniaturization experiment. I was
                supposed to be placed inside a
                rabbit, but somehow I got inside
                you instead.
157   JACK

      rests his forehead against the wall.
                                JACK
                Wow.    What a day I'm having...
158   INT. CAR - TRAVELING - DAY

      Dr. David Niles is behind the wheel.    His passenger is
      Pete Blanchard.
                              NILES
                We're late. We've missed the best
                part of the experiment.
                              BLANCHARD
                Relax, would ya?
                       (lights a cigarette)
                By the way -- who's your guy?
                               NILES
                Huh?

      INNERSPACE - Rev. 12/3/85                           46.

                               BLANCHARD
                Your pilot?   Your guy inside the                  *
                pod?                                               *

                              NILES
                Oh.  Somebody you know, I think.
                       (beat)
                Captain Tuck Pendelton.

      Blanchard gives Niles a look of disbelief.
                                BLANCHARD
                Pendelton...?

                               NILES
                        (concerned)
                Yeah.   What's wrong?

                              BLANCHARD
                Oh, nothing. Except Tuck Pendelton's
                got the worst attitude problem in
                military history. He's been drummed
                out of every space program since
                Gemini -- and he drinks like a fish.
                       (long pause)
                However... the dumb sonofabitch did
                save my life once.
      Niles gives Blanchard a look.
                              BLANCHARD
                He pulled me out of my space
                capsule when it caught fire on
                the pad.
                       (beat)
                Of course the only reason he got
                to me so fast was because he had
                sneaked into a restricted area
                where he wasn't allowed.

159   EXT. DOCKS OF SAN FRANCISCO - DAY
      Igoe's dented and battered Black Sedan is parked next to
      a large, but inconspicuous-looking warehouse.
160   INT. THE WAREHOUSE

      It's actually a scientific laboratory. Why beat around
      the bush, this is the Bad Guy's Secret Lab. And some of
      the Bad Guys are currently present:
      Igoe and his Henchmen. Several LAB TECHS. And DR. MARGARET
      CANKER -- an unusually glamorous-looking scientist.

      They are all gathered around a TV MONITOR watching the
      VIDEOTAPE made of the miniaturization experiment.

      INNERSPACE - Rev. 12/3/85                           47.

                              CANKER
                There's two chips! It's a dual
                chip system!

                               LAB TECH
                We have one.   Where's the other?
                               CANKER
                In the Pod.

                              LAB TECH
                But, where's the Pod??

      Just then, another Lab Tech shows up with some ENLARGED PHOTOS.
      (From the camera taken from the Camera Shop Customer.)
      The first enlargement shows the hypodermic needle actually
      entering Jack's backside. The second enlargement shows
      Jack's face.
                              LAB TECH
                The Pod's in him.
      Canker looks at the photo of Jack, then turns to Igoe.
                               CANKER
                Find him!
161   EXT. VECTOR-SCOPE LABS PARKING LOT - DAY
      POLICE CARS with whirling red bubble lights. AMBULANCES.
      CORONER'S VANS. A crowd of ONLOOKERS. POLICE OFFICERS
      holding them back, setting up barricades. TV NEWS CREWS
      arriving.
      Jack shoulders his way to the very front of the crowd. He    *
      gets there just in time to see bodies -- draped in white     *
      sheets -- being wheeled from the lab on gurneys to waiting   *
      ambulances and coroner's vans.                               *

162   TUCK - INSIDE THE POD
      views the situation on his monitor; his expression regis-    *
      tering horror and alarm.                                     *

      Revised 11/8/85                                     48.         *

163   EXT. THE PARKING LOT
      Jack tries to stop a POLICEMAN.

                              JACK
                Officer... excuse me, Officer.
                What's going on --

                               POLICEMAN
                -- get back!   Stay back!
      The Policeman hurries off.

                              JACK
                       (to Tuck)
                Did you hear that?

                               TUCK (V.O.)
                Yeah.   Gimme a minute to think...
164   EXT. ENTRANCE TO LAB
      Newspaper reporters and TV Crews have been allowed past the
      police line. One of these reporters is Lydia. She muscles
      her way up to Pete Blanchard who is emerging from the building.

                               LYDIA
                Pete!   Just a few questions!
                              BLANCHARD
                I have nothing to say, Lydia.
                              LYDIA
                Isn't it true that Vector-Scope
                Laboratories was working on a secret
                Satellite Missile Tracking System
                for the Defense Department?
                              BLANCHARD
                That's absolutely untrue.   And
                you can quote me on that.
                       (to Police)
                Get the press back.

      The Police do as instructed, herding the Press back behind
      police lines.

      Lydia is forced back, and she finds herself standing directly
      in front of Jack. (Who is, of course, a total stranger to
      her.)
      Jack's nose is within inches of Lydia's hair.

      INNERSPACE - Rev. 12/3/85                            49.       *

165   TUCK - INSIDE THE POD
      Smells something strange coming in through his air vents.
      He sniffs, then turns the air jets so that they shoot
      directly at his face. He sniffs again.
                              TUCK
                       (to himself)
                Midnight Lace...?

      Then, he sees something on his monitor:   Dr. Niles hurrying
      past.

                              TUCK
                       (to himself)
                Dr. Niles...
                       (to Jack)
                ... Follow that short guy with the
                curly hair and glasses!
166   JACK - IN THE PARKING LOT
      begins to move through the crowd, trying to keep up with
      Niles who is on the other side of the police barricade.
                               JACK
                Who is he?
                              TUCK'S VOICE
                Dr. Niles. He runs the lab. Don't
                let him out of your sight. If we
                can just talk to him --
                               JACK
                -- Lost him!

      Niles ducks into his parked car and slams the door behind
      him.

167   TUCK - INSIDE THE POD
      views the scene on his monitor.

                              TUCK
                He's not driving off. There's
                someone in the car with him. Is
                this as close as you can get?

168   JACK
      is about thirty yards away from the parked car.   A crush
      of onlookers surrounds him.

                               JACK
                Yeah.

      INNERSPACE - Rev. 12/3/85                           50.   *

                               TUCK'S VOICE
                 Keep looking at the car.

                               JACK
                 Why?...
169   TUCK - INSIDE THE POD

      begins to make some frantic adjustments to the dials on
      his console.
                               TUCK
                 Look directly at them! Don't turn
                 your head. I think I can beef up
                 this reception a little...
      Suddenly: NILES' VOICE is heard loud and clear over the
      Pod's speaker:

                               NILES' VOICE
                 ... my God... what happened in
                 there...?!
                               TUCK
                 That's it!

170   JACK
      looks startled.
                                JACK
                 Hey!   I can hear them!
                                TUCK'S VOICE
                 I know.   Now shut up and listen...

171   INT. CAR
                               BLANCHARD
                 You've been hit good. Professional
                 work. Who'd want to do this to you?
                               NILES
                 Anybody -- or any country -- that
                 wants to leapfrog a decade's worth
                 of research.

      Blanchard looks very distressed.

                               BLANCHARD
                 I hope you know that we can't get
                 involved in this. You're on your
                 own now...

      INNERSPACE - Rev. 12/3/85                           51.      *

172   TUCK - INSIDE THE POD
      reacts to the sound of Blanchard's voice. He looks closely
      at his monitor, but sun glares off the car's windshield,
      hiding Blanchard's face.
                               TUCK
                        (to himself)
                 I know that voice...

173   INT. CAR
                               BLANCHARD
                 ... We've got to keep our hands
                 clean. This is your baby... you
                 change the dirty diapers.

                               NILES
                 But... what about Pendelton?
                               BLANCHARD
                 What about him?
                               NILES
                 He's out there somewhere.

                               BLANCHARD
                        (coldly)
                 Pendelton's been around the military
                 long enough to know that every
                 mission contains an element of risk.
                               NILES
                 He saved your life once!
174   TUCK - INSIDE THE POD
                               TUCK
                        (to himself)
                 Pete Blanchard!...
175   INT. THE CAR

                               BLANCHARD
                 There's nothing we can do to help
                 Pendelton now. The chip's gone
                 and his air supply runs out in --
                        (checks his watch)
                 -- almost twenty hours.
                        (a beat)
                 Start the car. Get me out of here.

176   JACK

      watches as Blanchard and Niles drive away.
                               JACK
                 Sounds like you're being kissed off.

      INNERSPACE - Rev. 12/3/85                             52.      *

177   TUCK - INSIDE THE POD
      is silent. But the expression of betrayal he wears
      speaks volumes.

178   EXT. VECTOR-SCOPE PARKING LOT
      Lydia returns to her car where her colleague DUANE FLORNOY
      (a well-dressed black man) is waiting. Duane stands outside
      the car holding the business end of the car's short-wave
      radio in his hand.
                               DUANE
                Well?
                              LYDIA
                Blanchard's stone-walling. He
                knows more than he's telling.

                              DUANE
                Guess who's arriving at the airport
                in exactly four hours?
                              LYDIA
                       (after a moment)
                The Cowboy?
                               DUANE
               You got it.
      Lydia smiles knowingly, glances back at the Vector-Scope
      Lab, then turns to face Duane again.
                             LYDIA
               The pieces are beginning to fall
               into place.
179   INT. FIRST CLASS CABIN OF 747 - DAY

      We hear the HUM of the   ENGINES. CAMERA MOVES DOWN aisle,
      eventually DISCOVERS a   pair of snake-skin cowboy boots.
      CAMERA PANS UP, taking   in blue jeans, suede Western sports
      coat, bib-front shirt   and felt Stetson hat.

      This is the COWBOY. But dispite his name and his dress,
      his looks are distinctly foreign: Prominent nose and
      cheekbones, pointy chin and dark, bushy eyebrows.

      He reads what looks to be the Arabic version of People
      magazine.
180   INT. JACK'S VW - TRAVELING

      Jack behind the wheel.

      INNERSPACE - Rev. 12/3/85                         53.

                              TUCK'S VOICE                    *
                Well, Jack... we're on our own.

                               JACK
                We??   What can I do?
                              TUCK'S VOICE
                Help me to get that other chip back.

      Jack looks miserable.
                              JACK
                This is really bad timing. I mean,
                I just got a few extra days vacation,
                and on Monday I'm supposed to leave
                on a cruise...

181   TUCK - INSIDE THE POD

                              TUCK
                       (sarcastically)
                Gee, Jack... how thoughtless of
                me.
                       (then, in a normal
                        tone of voice)
                Look: You heard the guy. I got
                twenty hours of air left. I wouldn't
                worry about missing your cruise.
182   JACK - DRIVING

                              JACK
                You know... that isn't much time.
                              TUCK'S VOICE
                       (again; very
                        sarcastic)
                Gosh, you're right! Why didn't I
                think of that?

                              JACK
                I mean, what happens if we fail?
                What happens if we don't get this
                chip back and your air supply
                runs out? What happens then?!
                              TUCK'S VOICE                    *
                Then you've got a miniaturized                *
                submersible pod floating around               *
                your insides with a tiny, little              *
                human skeleton at the helm.                   *

                              JACK
                       (revolted)
                Aaagghh!
                              TUCK'S VOICE
                Not a pretty thought, is it?

      INNERSPACE - Rev. 12/3/85                           54.        *

      Jack begins to bang his head against the steering wheel.
183   TUCK - INSIDE THE POD

      is also being rocked back and forth by Jack's head movement.
      And Tuck's head is SLAMMED against the console a few times
      as well.

184   INT. JACK'S APARTMENT

      Jack enters, glances at the exploded TV, then heads toward
      the kitchen.

                              JACK
                I need some aspirin. My head is
                killing me. Maybe it's my
                allergies.

185   TUCK - INSIDE THE POD
      rubs his own battered forehead.
                              TUCK
                Maybe it's from banging it against
                the steering wheel.

186   JACK
      picks up the aspirin bottle from the counter and fills a
      glass with water when a KNOCK is heard at the door.

                                TUCK'S VOICE
                What's that?
                                JACK
                The door.
                                TUCK'S VOICE
                Be careful...

      Jack opens the door to find a MESSENGER standing there.
                              MESSENGER
                Mr. Jack Putter?
                                JACK
                Yeah.

                              MESSENGER
                       (hands him an
                        envelope)
                From World Tour Travel.

      Jack looks puzzled.

      Rev. 11/8/85                                          55.    *

                              MESSENGER
                Cruise tickets, I think.
                       (hands him a
                        clipboard)
                Sign on number twelve.
                       (as Jack signs)
                Mind if I use your phone?
                Gotta call my dispatcher.

                              JACK
                       (returning clipboard)
                Oh, well... okay. Sure.

      The Messenger comes in, sees the exploded TV.
                              MESSENGER
                Shot out your TV, huh, man?
                Just like Elvis.

      Jack doesn't respond. He just points out the phone.    The
      Messenger picks it up and dials.
                              MESSENGER
                       (to Jack)
                Lucky man. Goin' on a cruise.
                What about your roommate?
                              JACK
                Roommate?
                              MESSENGER
                Thought I heard you talkin' to
                somebody as I came to the door.
                               JACK
                No.   I live here alone.
187   TUCK - INSIDE THE POD

                              TUCK
                Don't trust him! He's not a
                messenger!

188   JACK
      turns his back on the messenger.

                              JACK
                       (in a whisper)
                How do you know?
                              TUCK'S VOICE
                I got a gut reaction! Call it
                survival instinct. Get out now.
      Jack turns back toward the Messenger who is talking into
      the phone:

      Revised 11/8/85                                        56.     *

                              MESSENGER
                Okay. I made the drop.
                Everything's cool.

      The Messenger hangs up the phone -- sees that Jack is
      looking at him strangely.
      Jack glances at the door.    The Messenger grows suspicious.

      Jack makes a dash for the door.    The Messenger draws a
      gun and leaps after him.
      But the throw rug slides out from beneath the Messenger's
      feet and the Messenger goes flying!
      Jack swings open the door -- it CONNECTS with the Mess-
      enger's head -- and the Messenger THUDS unconscious to
      the floor, the gun still clutched in his hand.

                                TUCK'S VOICE
                Run!
189   EXT. APARTMENT COURTYARD - DAY
      Jack runs from the apartment into the courtyard.     This is
      what he sees:
190   THREE MEN IN DARK BUSINESS SUITS
      entering the courtyard.    One of the men is Igoe.

191   JACK
      ducks behind a palm tree, out of sight. Igoe and his
      two Henchmen pass by, heading for Jack's apartment.

      When safe, Jack runs off.
192   EXT. APARTMENT PARKING AREA - DAY

      Jack runs into the parking area, but stops short.     One of
      Igoe's Henchmen is standing guard over his VW.

      Jack steps back into the shadow of a garbage dumpster.
                              JACK
                They're watching my car.

                              TUCK'S VOICE
                Go to a pay phone. Call a cab.
                              JACK
                Where am I going? How am I gonna
                pay for it?

      INNERSPACE - Rev. 12/3/85                           57.

                              TUCK'S VOICE
                You're going to my place. You
                can pay the cabbie when you get
                there... my treat.

193   INT. TUCK'S HOUSE - DAY
      Jack looks around.

                              JACK
                Nice place.
                       (under his breath)
                What a dump.

                              TUCK'S VOICE
                I heard that... and you're right.
                       (beat)
                I could use a drink, Jack. Bet
                you could, too.
                              JACK
                I don't drink.
                              TUCK'S VOICE
                Well, I do. See if there's a
                bottle of Cutty under the sofa                  *
                cushion, would ya?
      Jack makes a face, but takes a look.
                               TUCK'S VOICE
                No!   The other cushion.
                                JACK
                Oh.

194   ON TUCK'S VIDEO
      We see Jack's hands flip over the cushion and find the
      bottle.
                                JACK'S VOICE
                Got it.

195   TUCK
      is licking his lips.

                              TUCK
                Okay! Here's what you do: Take a
                nice big tug on that baby and I'll
                see what I can catch on the way down.

                                JACK'S VOICE
                How...?

      INNERSPACE - Rev. 12/3/85                              58.

                              TUCK
                Let me worry about that.

196   EXT. THE POD

      One of the Pod's articulating arms extends out from the
      Pod's body with a soft, mechanical WHIRRING sound.
      Clutched in the arm's claw is Tuck's empty flask.            *

197   INT. THE POD
      Tuck looks out the viewing dome to make sure arm and
      flask are properly in place.

                              TUCK
                Okay, Jack -- down the hatch.

                              JACK'S VOICE
                I'm not much of a drinker.
                               TUCK
                C'mon!   Let 'er rip!
      Then: A TIDAL WAVE of AMBER LIQUID SPLASHES down from
      above and CRASHES against the Pod. The Pod rolls over
      and over in the THUNDERING alcohol current.
      Finally it comes to rest in some dark, vestibular channel
      of Jack's digestive system.
      Tuck presses a few buttons and the articulating arm
      begins to retract into the Pod. Claw and flask slide
      into the Pod through and air-lock opening.
                              TUCK                                 *
                Come on, lucky flask!                              *
      Tuck eagerly grabs the flask and sloshes it around under
      his nose. His expression sours.

                              TUCK
                Hmmm.  Smells a little strange.
                       (peeks at it)
                Looks a shade green.
                       (shrugs it off)
                Oh, well. Probably just some
                harmless biochemical waste
                material...

      Then a drop splashes out onto his jumpsuit, HISSING and
      burning a small hole in the fabric.

                              TUCK
                ... mixed with a bit of stomach
                acid.
                       (pause)
                What the hell!
                              (MORE)

      INNERSPACE - Rev. 12/3/85                           59.     *

                               TUCK (CONT'D)
                 Rot-gut whiskey's better than none
                 at all. Cheers!

      He throws back a drink. His eyes fill with tears and he
      GASPS for air. He begins to pound his fists against the
      console and he makes a full spin in his swivel chair.

                               TUCK
                        (wiping his mouth
                         with his sleeve)
                 Wow! That's strong enough to grow
                 hair on a snake!

      Tuck takes another belt.
198   JACK

      also seems pleased by what has just passed his lips. He
      looks at the bottle's label, shrugs his shoulders, and
      takes another drink.
199   TUCK - INSIDE THE POD
      really feels relaxed. He rummages around and eventually
      finds what he's looking for: An audio cassette.
200   CLOSE ON CASSETTE
      Sam Cooke's Greatest Hits.

201   TUCK
      inserts the tape into a player and kicks back.
                               TUCK
                 Nuthin' like a little Cutty and Sam
                 Cooke to chase away the miseries of
                 the day.

202   EXT. STREET - DAY
      The Black Sedan carrying Igoe and his Henchmen ROARS by.

203   INT. BLACK SEDAN
      Igoe sits in the back seat wearing an expression of stony
      resolution. The car presses on relentlessly.

204   INT. POD
      Rocking to the music of Sam Cooke's "TWISTIN' THE NIGHT
      AWAY." Tuck leans back, flask in hand, foot tapping
      against the console.

      INNERSPACE - Rev. 12/3/85                             60.   *

                              SAM COOKE'S VOICE
                       (singing)
                Here's a man in evenin' clothes,
                how he got here, I don't know.
                But, man, you ought to see him go...
                Twistin' the night away!
205   JACK

      is lip synching to the song and twisting his heart out.
      He's infused with the spirit of the music... and perhaps
      with the spirit of the Cutty as well.

                              SAM COOKE'S VOICE
                       (singing)
                Lean up! Lean back!
                Twistin' the night away!

206   TUCK - INSIDE THE POD
                               TUCK
                        (shouting over
                         the music)
                Jack!   Hey, Jack!
                        (finally turns
                         the music low)
                Jack!
                               JACK'S VOICE
                What?...

                              TUCK
                Go look in the mirror.
                               JACK'S VOICE
                Why?
                              TUCK
                Because I just realized I don't
                know what you look like.
207   JACK

      turns, looks for a mirror.   Sees one on the wall.   He
      staggers over to it.
208   TUCK - INSIDE THE POD

      can tell by looking into his monitor that Jack is weaving
      from side to side.
                              TUCK
                Hey, you're not drunk, are you?

                                JACK'S VOICE
                No.    Just a little dizzy.

      INNERSPACE - Rev. 12/3/85                            61.    *

                                 TUCK
                          (amused)
                   Ha! And after only one stinking
                   drink!

209   JACK
      approaches the mirror. He looks at the Cutty bottle in
      his hand. It's almost half empty.

                                 JACK
                   More than one drink, I think...
                          (looks into mirror)
                   ... How's this?
210   TUCK - INSIDE THE POD

      sees in his monitor Jack's face as it is reflected in the
      mirror. But Jack is way too close, creating a distorted
      fish-eye look.
                                   TUCK
                   Too close.    Back up.   Back up.
      Jack does.

                                 TUCK
                   That's better...
      For a moment Tuck just looks at the face of the man whose
      body he inhabits. Then, he turns OFF the MUSIC.
                                 TUCK
                   Jack... I guess you realize some
                   very serious bad guys are after
                   you because of me. So if you want
                   to bail out, I understand. Just
                   sneeze me into a Kleenex or
                   something and hand it over to them.

211   JACK
      stares into the mirror with a besotted expression.

                                 JACK
                   Didn't you just save my life?

                                  TUCK'S VOICE
                   When?
                                 JACK
                   You warned me about that phony
                   messenger.

                                   TUCK'S VOICE
                   Well, yeah.    I guess I did, but --

      INNERSPACE - Rev. 12/3/85                           62.   *

                               JACK
                 -- So just shut up about the
                 Kleenex!

212   TUCK - INSIDE THE POD
      realizes that Jack, in his own way, is saying he won't
      quit. Tuck is moved.

                                 TUCK
                 Thanks, Jack.
213   JACK

      turns away from the mirror, embarrassed.
                               TUCK'S VOICE
                 But let's face it... We need help.
                 Can you drive? Is your head clear?
                                 JACK
                 Well... uh...
                               TUCK'S VOICE
                 Slap yourself in the face.

                                 JACK
                 Huh?
                                 TUCK'S VOICE
                 In the face.    Slap yourself.
      Wack!   Jack does.
                                 TUCK'S VOICE
                 Harder.
      Wack!   Jack does it harder.

                                 TUCK'S VOICE
                 Again.
      Wack!   Jack does it again.

                               TUCK'S VOICE
                 How's that feel?

                               JACK
                 One more time!
      Wack!   Jack does it one more time.

                                  TUCK'S VOICE
                 Okay!     How's that feel now?
                               JACK
                 It feels good!

      INNERSPACE - Rev. 12/3/85                           63.

                               TUCK'S VOICE
                Okay!   Let's roll!

214   EXT. TUCK'S HOUSE - THE GARAGE DOOR - DAY

      We hear it before we see it. The FULL-THROATED ROAR of
      its twelve cylinder, 4.4. liter engine.

      The garage door swings up revealing a:

215   FIRE-ENGINE RED 1969 FERRARI DAYTONA
      One of the most awesome road machines ever produced.
      Jack is behind the wheel. He just touches the gas pedal
      and the car rockets out of the garage.
216   EXT. ROAD - DAY

      Jack SQUEALS around the hair-pin curves leading away from
      Tuck's hillside house.
                                                                    *
                              TUCK'S VOICE
                Are you sure you're sober!?                         *
      Suddenly, Igoe's black sedan barrels around the bend          *
      towards them. The Ferrari crosses the center line. Jack       *
      SCREAMS and yanks on the wheel. The Black Sedan skids off     *
      the road and onto the shoulder in a cloud of dust.            *
                              JACK                                  *
                I'm sober now!                                      *
217   INT. THE BLACK SEDAN
                                                                    *
                               IGOE
                It was them!   Turn around!   Turn
                around!
      But the sedan is stalled, and now the engine fails to
      turn over. It GROANS uncooperatively.
                              IGOE
                I hate this black sedan! I want
                a new black sedan! I want a
                Mercedes-Benz 500 SEL!!
                              HENCHMAN
                Yes, Mr. Igoe.

      Then: the engine fires up -- SPUTTERS -- and the car
      lurches into gear.

218   EXT. FREEWAY - DAY

      The Ferrari barrels along. Jack clutches the steering wheel
      with both hands -- as if the car might speed out from under
      him.

      INNERSPACE - Rev. 12/3/85                             63A.

219   INT. THE POD
      Tuck has his eyes glued to the monitor which displays
      Jack's POV of the freeway, etc.

                               TUCK
                        (nervously)
                Watch  out for that truck up ahead.
                Change  lanes -- get in the fast
                lane.   Wait -- not now. Okay --
                now.   Watch your tachometer. Okay:
                shift  into fifth! Easy on the clutch.
                Always  shift at 4500 RPMs. Keep an
                eye on  the temperature gauge...
                               JACK'S VOICE
                Boy!   Talk about back seat drivers!

                              TUCK
                This car's a classic! It's the only
                thing I own that's worth a shit!
220   JACK - IN THE FERRARI
                              JACK                                 *
                Maybe you should tell me where I'm going.          *
                              TUCK'S VOICE                         *
                Downtown. We're gonna look up a                    *
                friend of mine.                                    *

221   INT. NEWSPAPER PRESS ROOM - DAY
      Duane Florney is at his desk talking with the CITY EDITOR.
      Lydia practically flies by.

                              LYDIA
                I'm off, Duane!

                              EDITOR
                Hey, Lydia! Wait a minute.   Where
                are you going?

                              LYDIA
                Airport.
                              EDITOR
                What about this Vector-Scope story!?

                              LYDIA
                I'm playing a hunch, Gus.

                              DUANE
                This could be big, Gus.
                              EDITOR
                Hey -- who do you two think you
                are, anyway? Redford and Newman?

      Revised 11/8/85                                        64.   *

      Lydia does a double take.
                              DUANE
                       (to Editor)
                I think you mean Woodward and
                Bernstein, chief.
      Lydia disappears out the door.

222   EXT. THE STREET - DAY
      Lydia emerges from the Newspaper Building and heads for
      her car parked at the curb.

      At the same moment, Jack and Tuck in the red Ferrari
      come down the street.

223   INT. THE FERRARI

                              TUCK'S VOICE
                That's her!
                              JACK
                Where??
                              TUCK'S VOICE
                I saw her out of the corner of
                your eye.
      Jack looks around.

                              TUCK'S VOICE
                Getting into her car! Hurry!
                She'll get away. Honk your horn!
      Jack hits the HORN. It has a very distinctive sound.
      Lydia turns and looks in Jack's direction.
224   CLOSE ON LYDIA

      Sunlight glistens off her copper-colored hair.   She
      looks beautiful.

225   CLOSE ON JACK
      Immediately smitten.

226   EXT. THE STREET

      Lydia marches up to the parked Ferrari.
                              JACK
                       (to Tuck)
                Here she comes.
      Lydia arrives at the car. Jack opens his mouth to
      speak, but doesn't get a chance:

      INNERSPACE - Rev. 12/3/85                              65.   *

                              LYDIA
                I know this car. This car belongs
                to Tuck Pendelton! What are you
                doing with Tuck Pendelton's car!?
                Tuck would sooner trust somebody
                with his life than with his Ferrari.
                How'd you get this car? Who are
                you, anyway? Does Tuck know you
                have this car!?

227   TUCK - INSIDE THE POD
                              TUCK
                       (out of frustration)
                Lydia, shut up and listen!!
228   JACK - IN THE FERRARI

                              JACK
                       (blurts it out
                        automatically)
                Lydia, shut up and listen!!
      Lydia looks shocked.    Jack wants to eat his words.
229   THE BLACK SEDAN
      pulls up to the curb across the street from where Jack and
      Lydia are talking. Igoe and his Henchmen pile out. One
      Henchman slams the door on Igoe's hand.

      Igoe doesn't even flinch. He just looks down at his hand.
      All five fingers are caught in the tightly closed door.
      The guilty Henchman looks worried for his own safety, but
      Igoe calmly opens the door and pulls his hand free.

230   JACK
      catches sight of Igoe and the Henchmen who are prevented
      from crossing the street by heavy traffic.
                              JACK
                Oh, no -- it's them!

      Lydia looks up with a quizzical expression.
                                JACK
                Hop in!

      Lydia hesitates.
                              JACK
                Hop in! Tuck's in trouble!     He
                needs your help!
      Lydia takes a chance. She jumps in beside Jack and the
      FERRARI SQUEALS away from the curb.

      INNERSPACE - Rev. 12/3/85                    65A.

231   TUCK - INSIDE THE POD
                              TUCK
                Atta girl, Lydia!

232   IGOE - ON THE STREET
      signals his men back into the black sedan.

      Revised 11/8/85                                      66.        *

233   EXT. THE STREET
      The Ferrari only gets one block before it must stop at a red
      light. Jack bangs his fist against the steering wheel.

                              LYDIA
                Who are those men?

                               JACK
                Bad guys!   Very bad guys!
      The Black Sedan also comes to a stop -- about ten cars back.

      It's a long light and Jack is getting nervous.   He glances
      over his shoulder.
234   IGOE AND HIS HENCHMEN

      decide to leave their sedan and rush Jack on foot. They race
      up the line of stopped vehicles and get within a car's length
      of the Ferrari when: Blink! The light turns green.
      The Ferrari SQUEALS through the intersection, burning rubber.
      Igoe and his Henchmen turn and run back toward the Black Sedan.
      Igoe gets there first. He doesn't bother to wait for the
      others. He slides in behind the wheel and ZOOMS away.
      The Henchmen are left standing in the street.
235   INT. THE FERRARI - SPEEDING DOWN A CITY STREET
      Jack glances into the rearview for glimpses of the Black Sedan.
                              JACK
                I don't see 'em. I think we gave
                'em the slip!
236   EXT. BUSY INTERSECTION - DAY

      The Black Sedan is stalled in the middle of the intersection
      causing a major traffic jam. HORNS HONK madly. Igoe jumps
      from the car and SLAMS the door in anger.

      He then looks around, wrestles a bicycle away from an OLD
      CHINAMAN and pedals off in pursuit of Jack.

237   INT. CHINATOWN RESTAURANT - DAY

      Lydia and Jack at one of the tables.
                              JACK
                ... you might say Tuck's been
                taken hostage.
                               LYDIA
                Who has him?

      INNERSPACE - Rev. 12/3/85                           67.        *

                              JACK
                That's a little hard to explain.
                We need something called a 'PEM'
                to get him back. It's a micro-
                chip. It was taken from the
                Vector-Scope lab this morning.
                              LYDIA
                Vector-Scope! Everything's comin'
                up Vector-Scope today. Have you
                gone to the police?
                              JACK
                There's no time for long
                explanations and police reports.
                As a matter of fact, we only have...

238   TUCK - INSIDE THE POD

      checks his air supply gauge.
                              TUCK
                Sixteen hours.
239   JACK - INSIDE THE RESTAURANT

                              JACK
                Sixteen hours.
                              LYDIA
                Sixteen hours?! Can't we negotiate
                for more time?
                                JACK
                Not a chance.

      Jack begins to squirm uncomfortably in his seat.
                              LYDIA
                What's the matter?
                              JACK
                I gotta pee real bad!

      Lydia looks aghast.   Jack freaks.
                              JACK
                I can't believe I said that!

240   EXT. THE RESTAURANT - DAY
      Igoe pedals up to the restaurant. He sees the parked Ferrari
      and smiles to himself. He discards the bike and approaches
      the restaurant.

      INNERSPACE - Rev. 12/3/85                            68.

241   INT. RESTAURANT REST ROOM
      Jack stands before the urinal, relieving himself.   Another
      restaurant CUSTOMER washes his hands at the sink.

                             JACK
               You didn't tell me she was going                     *
               to be so beautiful.

      The Customer at the sink glances over at Jack.
                               TUCK'S VOICE
               You think so?

                             JACK
               Absolutely.
                      (beat)
               And I think we should tell her the
               truth, too.

      Revised 11/8/85                                      69.       *

      Again, the Customer looks over in Jack's direction, sees
      him looking down into the urinal, talking softly.

                              TUCK'S VOICE
                Who would believe it?
                       (pause)
                Besides... it's humiliating being
                this small. There -- I've said it!

                              JACK
                What's so bad about being small?
      The Customer now comes up behind Jack.

                              CUSTOMER
                Play with it, pal, but don't talk
                to it.

      With that, the Customer exits the restroom.   Jack looks
      mortified.
                                TUCK'S VOICE
                Who was that?
                                JACK
                Never mind.
      Jack flushes the urinal -- watches the water swirl down
      the drain.
                              JACK
                You still there?
                                TUCK'S VOICE
                Yeah... why?

                              JACK
                Just checking.

242   INT. THE RESTAURANT
      Jack emerges from the rest room and approaches the table.
      We see JACK'S POV as he moves toward Lydia.

      Lydia looks up -- then registers alarm. She rises from
      her chair and draws what appears to be a gun from her
      purse and takes aim -- seemingly at Jack.

                                LYDIA
                Freeze!
      Restaurant patrons SCREAM and take cover under tables. Jack
      stands there, frozen in horror. Then he looks behind him and
      sees:

      Revised 11/8/85                                       70.      *

243   IGOE
      Who stops in his tracks and slowly raises his hands
      above his head.

244   TUCK - INSIDE THE POD
      Igoe's face appears on his display monitor -- then the picture
      suddenly scrambles. All the instruments begin to go haywire:
      Needles on gauges spin. Lights flash. Radio reception BUZZES.
      Tuck doesn't know which problem to attend to first.

245   FULL SHOT - THE RESTAURANT
      Lydia has the drop on Igoe.

                              LYDIA
                This is an electronic stun-gun. A
                non-lethal personal defense weapon
                deploying a charge of 5,000 volts.
                It will immobilize you for up to
                twenty minutes and, in all probability,
                render you unconscious as well. So,
                don't take one step closer.

      Igoe looks at the gun.   An expression of abject terror
      on his face.
                              LYDIA
                       (to a waiter)
                Call the police!
      Igoe suddenly grabs Jack.
                               LYDIA
                No!
      She squeezes back on the trigger. A STUN DART shoots out from
      the weapon. Igoe uses Jack as a shield and the dart hits Jack!
246   CLOSE ON JACK'S MARKET NAME TAG

      The dart penetrates the plastic name tag, melting it instantly
      and releasing half its charge with a loud BUZZZZ!
      The other 2,500 volts enter Jack's body, and Jack goes limp
      in Igoe's arms.

247   TUCK - INSIDE THE POD
      also feels the impact of the electrical charge. CRACKLING
      ribbons of electric current dance around the contours of the
      Pod. Tuck is SLAMMED back into his seat as electricity
      courses through his limbs.

      Revised 11/8/85                                      71.       *

      The Pod's lights dim, then brighten once again. But Tuck is
      left a shaken man. His hair sticks straight up in current
      Punker fashion, and his head glows from within like a
      jack-o'-lantern.

      Tuck's consciousness returns, when the Pod is suddenly
      turned upside down as...

248   IGOE - IN THE RESTAURANT

      picks up Jack's limp body and tosses it over his shoulder
      like a sack of flour.

      Igoe runs from the restaurant amid an UPROAR of YELLING
      and SCREAMING.
                                LYDIA
                  Someone call the police!!

      As Igoe runs off, the FERRARI KEYS slip from Jack's pocket
      and fall to the floor. Lydia sees this and snatches them up.
249   EXT. ALLEY BEHIND RESTAURANT - DAY
      Igoe runs down the alley with Jack over his shoulder. Jack
      begins to snap out of it. He can't imagine where he is or
      why he's being conveyed this way. (We also see that he, too,
      sports an electrified Punk hairdo.)
      Igoe notices a DELIVERY TRUCK pulling away from a loading dock.
      He's able to pop open the cargo doors and throw Jack inside.
      But now the truck  is driving away. Igoe runs alongside of it.
      It begins to pick  up speed. Igoe keeps up with it, leaps onto
      a running board,  throws open the cab door, yanks out the
      driver and takes  his place behind the wheel.
      The truck THUNDERS down the alley at top speed.

250   TUCK - INSIDE THE POD
      Is grateful to see his instruments come back on line. The Pod
      is righted once again, its speed and direction under control.

                                TUCK
                  Jack! Jack! Are you all right?
                  What happened? Seems like we
                  experienced a massive power surge.

      No response from Jack.   Tuck looks concerned.
                                TUCK
                  Hey, Jack... you there, babe?

      He glances at one of his gauges in alarm.

      Revised 11/8/85                                      72.      *

                              TUCK
                What's goin' on, Jack!? Your
                heart rate's slowin' way down!

                              JACK'S VOICE
                I'm f-f-f-f-f-f-
                              TUCK
                       (relieved)
                Jack! You had me worried. Thought
                I'd lost you for a minute, kid.
                       (beat)
                What happened? Where's Lydia?
                Where are we?
                       (peers into his monitor)
                I can't see a thing. Why's it so
                dark?

                              JACK'S VOICE
                I'm f-f-f-f-f-f-f-
                             TUCK
                You're what?? Can't make you out,
                Jack. Message garbled. Try again.
                              JACK'S VOICE
                I'm f-f-f-f-f-f-freezing!
                              TUCK
                You're freezing??

251   EXT. THE DELIVERY TRUCK - TRAVELING - DAY
      Igoe behind the wheel. CAMERA PANS to the sign lettered
      on truck's side. It reads:

                    BAY AREA FROZEN FOOD SUPPLY CO.
                             TUCK'S VOICE
                Jack! What's that loud tapping
                sound!?
252   INT. TRUCK'S CARGO AREA - CLOSE ON JACK'S TEETH

      CHATTERING loudly.   (The tapping sound heard by Tuck.)
      CAMERA PULLS BACK TO REVEAL:

      Jack huddled in the corner among the boxes of frozen foods.
      His entire body shaking beneath a thin layer of frost. His
      Punk hair spikes looking like inverted icicles.

253   EXT. SECLUDED SPOT BENEATH THE GOLDEN GATE BRIDGE - DAY

      The Frozen Food truck is parked. A LIMO rolls up beside it.
      Henchmen rush to open the back door, and VICTOR SCRIMSHAW
      slides out. Scrimshaw's dress and demeanor suggest a man of
      near limitless power.

      INNERSPACE - Rev. 12/3/85                           73.     *

254   INT. CARGO AREA OF TRUCK
      The cargo doors are flung open. Sunlight pours in. Jack
      lifts his head to look, squinting against the light. He
      resembles some kind of friendly snow creature.
      Scrimshaw climbs into the truck. One of the Henchmen thought-
      fully throws a huge fur coat over Scrimshaw's shoulders,
      making him look even more formidable than before.

      Snowflakes cling to Jack's eyelashes as he looks up at
      the towering Scrimshaw.

      Scrimshaw looks down at Jack impassively, then calls off:
                               SCRIMSHAW
                Dr. Canker!   Get in here!

      Dr. Margaret Canker sweeps out of the limo and is helped
      into the truck's cargo area by a Henchman. Scrimshaw
      indicates Jack.
      Canker whips out a stethoscope and checks Jack's chest.
                              SCRIMSHAW
                Well?
                              CANKER
                Early stage hypothermia.
                              SCRIMSHAW
                       (mulls it over)
                Do we need him alive?
      Jack's eyes widen at this.

                               CANKER
                Oh, yes.   He should be alive.

      Jack looks relieved.
                              SCRIMSHAW
                       (to Henchman)
                Bring a blanket!
                              CANKER
                I know how to warm him up...

      She begins to run her hand up the inside of Jack's leg.
      Jack's eyes widen again.
                              SCRIMSHAW
                Knock it off, Margaret!    Here comes
                a blanket.
      The Henchman clambers into the truck with an instantly
      produced blanket and drapes it over Jack's shoulders.

      INNERSPACE - Rev. 12/3/85                           74.    *

                                 HENCHMAN
                   We're taking him to the lab now, Mr.
                   Scrimshaw. Would you like ride in
                   the limo?

                                 SCRIMSHAW
                   No, no. Go on ahead. It's a short
                   trip. I'm going to stay back here
                   and keep an eye on him.

                                 CANKER
                   I'll stay with him.

                                 SCRIMSHAW
                   Forget it, Margaret. Take the limo.
      Canker packs up her medical bag as if she didn't care.

255   EXT. TRUCK
      A Henchman closes the truck's cargo doors, then jumps
      into the limo. The limo drives away. Then the truck
      begins to rumble off as well.
256   INT. TRUCK'S CARGO AREA

      Scrimshaw pulls up a box of frozen food and takes a seat
      next to Jack. He lights up a fat cigar and blows smoke
      into the air.
                                 SCRIMSHAW
                   Nuclear weapons, Jack?...
                          (beat)
                   ... They mean nothing. Everybody's
                   got 'em; nobody's got the balls
                   to use 'em. Am I right?
      Jack shivers silently, not daring to say a word.

                              SCRIMSHAW
                Space you say?
                       (pause)
                Space is a flop. Didn't you know
                that? An endless junk yard of
                orbiting debris.
                       (pause)
                Ahhhh... but miniaturization,
                Jack. That's the ticket.
                       (beat)
                It's the edge everyone's been
                looking for. But who will have
                that edge, Jack? What country
                will control miniaturization?
                       (pause)
                Frankly, I don't give a shit. I'm
                only in this for the money. And
                that's why we gotta get that little
                pod out from inside of you.

      INNERSPACE - Rev. 12/3/85                           75.        *

      Scrimshaw punctuates this remark with a finger jabbed
      forcefully into Jack's ribs. Jack looks worried.
      Scrimshaw settles back to enjoy his cigar.

257   EXT. HIGHWAY - DAY
      Lydia zips along in the open-topped Ferrari. A truck tries
      to pass her. She casually glances up at its driver -- and
      recognizes Igoe behind the wheel.

      Lydia reacts. She lightens up on the gas, allowing the
      truck to pull ahead of her.

258   INT. THE POD
                              TUCK
                I have some bad news for us, Jack.
                Looks like we've fallen into the
                hands of the bandits. They're
                taking us to some lab, and I don't
                like the sound of that.
259   JACK - INSIDE THE TRUCK
      listens in silence. Huddled under the blanket, he has
      begun to warm up a bit.
                              TUCK'S VOICE
                Jack... glance around slowly so that
                I can get the lay of the land.

260   JACK'S POV AS HIS EYES PAN:
      Boxes of frozen foods come into view. Then the hulking, fur-
      coated Scrimshaw siting nearby. Then the cargo doors...

                              TUCK'S VOICE
                Go back, Jack! Go back. Go back
                to the doors.

      Jack's glance returns to the doors. We see that they
      are not properly closed. The latch is not in place.
      A crack of daylight shows through.

261   TUCK - INSIDE THE POD
      views the unlocked doors on his monitor.

                              TUCK
                Jack, this is it. The doors are
                unlocked. We can take them by
                surprise: Bust outta here before
                they know what hit 'em!
                       (beat)
                Can you do it, Jack? Cough if you
                can do it.

      Tuck waits for the cough.   Silence.

INNERSPACE - Rev. 12/3/85                 75A.

                       TUCK
         Okay, Jack. Listen to me. This
         is your moment. This is your
         turn to be the hero, Jack.
                       (MORE)

      Revised 11/8/85                                           76.   *

                              TUCK (CONT'D)
                       (beat)
                Psyche yourself up. Look at the
                doors. (You gonna stack soup
                cans all your life, Jack?) See
                yourself leaping to your feet.
                (Gonna bag groceries until you
                die, Jack?) See yourself pushing
                open the doors! See yourself
                jumping from the truck! Can you
                see it, Jack!? Can you see it!?
262   JACK - INSIDE THE TRUCK

      Sheds his blanket and jumps to his feet.
                              JACK
                I can see it!!

                                SCRIMSHAW
                Huh!
                                TUCK'S VOICE
                Jack!   No!   Wait until --
      Jack charges toward the cargo doors and flings them open.
                              TUCK'S VOICE
                -- the truck has stopped...
      Too late. The doors swing out. The highway flies by
      underneath at sixty miles per hour. Jack clings to one
      of the doors.
                              JACK
                Ohhhhhhhhhhh!!!...
      Jack holds on for dear life -- his feet kicking in midair,
      several feet above the surface of the roadway.

      Scrimshaw tries to reach out and grab him.     He fails --
      it's just too damned dangerous.

                              SCRIMSHAW
                You stupid idiot!
263   TUCK - INSIDE THE POD

      shares Jack's POV of his precarious situation.     Tuck
      can't look. He covers his eyes.
264   LYDIA - DRIVING IN THE FERRARI

      sees events unfolding before her.     She has kept back, but
      now she speeds up.

      Revised 11/8/85                                     77.        *

265   SCRIMSHAW - INSIDE THE TRUCK
      begins to POUND against the back wall to alert Igoe in
      the driver's cab.

                              SCRIMSHAW
                Stop the truck! Stop the
                truck!

266   IGOE - INSIDE THE CAB
      has a radio turned up FULL VOLUME playing "Ride of the
      Valkyries." He can't hear Scrimshaw's pounding.

      We notice that Jack, swinging on the cargo door, is briefly
      visible in the sideview mirror. Igoe glances into the mirror,
      but too late: Jack has already swung back out of sight.

267   SCRIMSHAW - INSIDE THE TRUCK
      sees that the door is swinging back toward the truck.
      He positions himself to grab hold of Jack.
      Jack sees what's coming. He puts out his foot and kicks
      off against Scrimshaw's chest.

                               SCRIMSHAW
                Ooomph!
      Jack and the door swing back out over the highway, and
      Scrimshaw tumbles backwards into the boxes of frozen foods.
268   LYDIA - IN THE FERRARI
      ZOOMS up behind the truck.

                              LYDIA
                Jump in, Jack! Jump in!

269   JACK
      looks down. Both vehicles are doing sixty and the door
      is swinging back and forth.

      Scrimshaw has gotten to his feet and is advancing unsteadily
      toward Jack.

                               LYDIA
                Jump!
                               TUCK'S VOICE
                Jump!

      Jack lets his feet drop down into the Ferrari, but continues
      to cling to the door with his hands.

      Revised 11/8/85                                     78.      *

      The two vehicles begin to drift apart. Jack's hands are
      attached to one; his feet are attached to the other. It
      looks like he's being stretched.

      Lydia reaches out, grabs Jack's pant leg.
                              LYDIA
                Let go!

                               JACK
                Let go!?   Are you crazy!!
      Lydia steers the Ferrari in closer to the truck.

                              LYDIA
                Now let go!

      Jack lets go and falls backwards into the Ferrari's
      passenger seat. Lydia stomps on the gas pedal and ROARS
      off ahead of the truck.
      She sees a sign up ahead: S.F. INTERNATIONAL AIRPORT --
      Next Exit. She cuts in front of three lanes of traffic,
      including the truck, and takes the exit.
270   LYDIA AND JACK
      exchange an expression of victory.
271   TUCK - INSIDE THE POD

      recovers from all the excitement by draining his pocket flask.
                              TUCK
                This stuff has really lost its kick.

      He tosses the empty flask aside.
272   INT. MAIN CONCOURSE - S.F. INTERNATIONAL AIRPORT - DAY

      The Cowboy strides across the concourse.
273   JACK AND LYDIA

      observe the Cowboy from a distance.
                              LYDIA
                There he is. The Cowboy. I've been
                tracking his movements for months.
      Jack looks nervous; he glances anxiously at his watch.

                              JACK
                What has this got to do with Tuck?

      Revised 11/8/85                                     79.      *

                              TUCK'S VOICE
                Good question.

                              LYDIA
                Maybe everything.
                       (beat)
                The Cowboy deals in stolen technology.
                He's a middleman. Why do you think
                he arrived today? Dollars to donuts
                he leads us right to that chip.
      The Cowboy gets on a pay phone.

                              LYDIA
                I'd love to know who he's calling.
                              JACK
                Maybe I can hear.

                                LYDIA
                Very funny.
                                JACK
                I mean it.
                              LYDIA
                He's fifty feet away.
                                JACK
                Let me try...

274   TUCK - INSIDE THE POD
      makes the proper adjustments to heighten the sensitivity
      of Jack's hearing.

275   JACK
      looks directly at the Cowboy and begins to hear, despite
      the echoing din of the crowded concourse.
                              JACK
                He's leaving a message for somebody...
                       (beat; listens)
                Victor Scrimshaw.
                       (beat)
                Hey! That was the guy in the truck!

      Amazed, Lydia fumbles in her pockets for a pad and pencil.
                              LYDIA
                I don't believe this.

                              JACK
                       (listening)
                He's staying at the Mark Hopkins
                Hotel. He wants Scrimshaw to pick
                him up at six in the morning...

      Revised 11/8/85                                      80.   *

                              LYDIA
                       (taking notes)
                Six in the morning?

                              JACK
                       (listening)
                He says he never sleeps.

      The Cowboy hangs up and walks off.   Lydia puts away her
      notebook.
                              LYDIA
                       (to Jack)
                You're amazing.
                              JACK
                       (smiling)
                You're pretty wonderful yourself.

      Lydia smiles awkwardly.
                                LYDIA
                Let's go.
      As they walk briskly off:

                              JACK
                Who is Victor Scrimshaw, anyway?
                              LYDIA
                He's very mysterious -- and very
                powerful. I can call the paper
                for his file when we get there.
                                JACK
                Get where?
                              LYDIA
                The Mark Hopkins Hotel.

276   EXT. MARK HOPKINS HOTEL - DAY
      The Cowboy arrives by cab.

      Moments later, Jack and Lydia drive up in the Ferrari.
      They disappear into the hotel parking garage.

277   INT. HOTEL PARKING GARAGE

      Jack finds a parking space. Oddly enough, there are at
      least twenty other Ferraris parked nearby.

      Jack and Lydia get out from the car.

                              JACK
                This place looks like a Ferrari
                owner's convention!

      Revised 11/8/85                                        81.      *

                              LYDIA
                Get the suitcase from the trunk.

                                JACK
                Huh?...
                              LYDIA
                I'm checking in. It's less
                suspicious if I have a suitcase.

      Jack opens the trunk, discovers the suitcase.
                              JACK
                How'd you know this was here?
                              LYDIA
                Tuck always keeps a packed suitcase
                in the trunk --
                       (suggestively)
                -- just in case he wakes up in a
                'strange place.'
278   TUCK - INSIDE THE POD
      winces painfully.

                              TUCK
                       (to himself)
                Didn't know she knew about that suitcase.
279   INT. HOTEL LOBBY
      The Cowboy has just registered. A Bell Boy is taking him
      to his room. As they walk to the elevators, they pass a
      signboard that reads:

                                  WELCOME!
                          FERRARI OWNERS OF AMERICA
                             National Convention
                               Main Ball Room
280   INT. COWBOY'S HOTEL ROOM

      Cowboy sits on the bed polishing a pair of dressy lizard-
      skin boots.
      Country & Western MUSIC plays LOUDLY from the radio.

281   INT. JACK AND LYDIA'S HOTEL ROOM
      They can hear the loud C & W music pounding through the wall.

                              LYDIA
                I tipped the desk clerk a twenty. He
                put us right next door to the Cowboy.
                              (MORE)

      Revised 11/8/85                                        82.   *

                              LYDIA (CONT'D)
                       (beat)
                Listen for any sound of him leaving
                his room. I'll be in the bedroom
                calling my paper.
                              JACK
                Okay.

      Jack watches Lydia depart into the bedroom; his eyes
      drinking in every inch of her.
282   TUCK - INSIDE THE POD

      also ogles Lydia on his monitor, SIGHING deeply to him-
      self. Then he realizes what's going on:

                             TUCK
                Hey! Cut that out! What are you
                looking at? I thought you were a
                gentleman!
283   JACK - INSIDE THE HOTEL ROOM
                               JACK
                        (to Tuck; softly)
                C'mon, Tuck. Who can blame me?
                She's one in a million.
                        (beat)
                What's the deal between you two,
                anyway?
                              TUCK'S VOICE
                       (angrily)
                Never mind.

284   INT. VICTOR SCRIMSHAW'S OFFICE
      Scrimshaw is on the phone and he's hopping mad.

                              SCRIMSHAW
                Margaret! I'm meeting with the
                Cowboy tomorrow morning and I
                still don't have that other chip!
285   INT. A BEDROOM

      Dr. Canker is sitting on the edge of the bed in a
      spaghetti-strap negligee, the phone pressed to her ear.
                              CANKER
                That's not much time, I --

      INTERCUT BETWEEN CANKER AND SCRIMSHAW:

      INNERSPACE - Rev. 12/3/85                           83.     *

                              SCRIMSHAW
                -- We had him! He slipped right
                through our fingers! I'm thinking
                maybe your boy Igoe's not all he's
                cracked up to be, Margaret!
      Canker's eyes begin to blaze.

                              CANKER
                You're crazy!
                       (beat)
                He's the most perfect creature on
                earth.

      Just then, Igoe enters the bedroom wearing a silk robe,
      carrying a bottle of wine and two glasses. Canker
      regards him with adoration.

                              SCRIMSHAW
                       (from phone)
                Just find that idiot supermarket
                clerk -- and don't let the Cowboy
                out of your sight, either!
      Igoe takes the phone from Canker's hands and hangs it up.
      She turns and throws open his robe revealing a tattoo on
      his chest.
286   CLOSE ON TATTOO
      A large heart, filled with roses and a scroll with the
      name "Margaret" written across it.
287   CANKER
      gently runs her fingers over the tattoo, then looks up
      into Igoe's eyes.
                              CANKER
                Come to Momma.
      He embraces her passionately.

      Revised 11/8/85                                     84.      *

288   INT. NEWSPAPER PRESS ROOM - DAY
      Duane Flornoy is on the phone. He has punched up Victor
      Scrimshaw's file on his computer -- the monitor before him
      displays Scrimshaw's picture and bio.
                              FLORNOY
                       (into phone)
                ... This is one mean dude, Lydia. I
                can't believe this guy: Legal council
                to reputed organized crime figures;
                administrator of four teamster pension
                funds; suspected of black market arms
                dealing... yet somehow he manages to
                keep his nose clean.
289   INT. HOTEL BEDROOM

      Lydia on the phone, taking notes.
                              LYDIA
                Anything else?
                                FLORNOY'S VOICE
                Yeah.
                       (beat)
                They say he keeps Jimmy Hoffa's
                wristwatch in his desk drawer as a
                souvenir.
290   INT. THE POD
      Tuck casts a concerned glance at his air-supply gauge.
                              TUCK
                Jack, I've got about nine hours
                of air left in here. I think it's
                time we formulate a plan.

291   INT. THE HOTEL ROOM
      Jack is stealing a glance at Lydia through the partially-
      closed bedroom door. Now he turns away.

                                 JACK
                Great!     A plan. Let's do it.

292   TUCK - INSIDE THE POD

      seems troubled by Jack's sudden enthusiasm.
                              TUCK
                You're awfully eager, aren't you?

      Revised 11/8/85                                     85.   *

                              JACK'S VOICE
                You bet. I'm into this now. I'm
                hooked on adventure. What's your
                plan?

      Tuck isn't sure he likes this new attitude of Jack's.
                              TUCK
                Okay. The Cowboy will lead us to
                the chip, right?
                              JACK'S VOICE
                Right.

                              TUCK
                So... you're going to be the Cowboy.

293   JACK - IN THE HOTEL ROOM

      wears a frozen half-smile on his face.
                              JACK
                Me.
                              TUCK'S VOICE
                Sure. And when Scrimshaw's men come
                by to pick up the Cowboy, they're
                gonna get you and me instead.
                              JACK
                Yeah... but I don't look like the
                Cowboy.
                              TUCK'S VOICE
                Let me worry about that.

      Jack seems hesitant. Then he sees Lydia emerging from
      bedroom -- her usual vision of efficient loveliness.

                               JACK
                All right.   I'll do it.
                              LYDIA
                You'll do what?
                              JACK
                       (to Lydia)
                I have a plan...

294   INT. THE COWBOY'S HOTEL ROOM
      The Cowboy is trying on a flamboyantly embroidered silk
      Western shirt in front of the mirror.

      Revised 11/8/85                                      86.

                              COWBOY
                       (singing along with the
                        radio in a weird, thick
                        accent)
                '... Mama, don't let your sons grow
                  up to be cowboys...'
      He continues to sing as he puts on his generous supply of
      gold rings, chains and bracelets.

295   INT. JACK AND LYDIA'S ROOM
      Lydia has just heard Jack's plan.   She seems resistant.

                              LYDIA
                I don't know, Jack. It's a good
                plan, but it seems dangerous.
                Victor Scrimshaw likes to play
                hardball.
                              JACK
                       (firmly)
                I'm not afraid.
                              LYDIA
                Well... neither am I. I've never
                run from danger in my life.
                              JACK
                Then don't start now.

                              LYDIA
                I'm not going to...
                       (beat)
                ... but are you sure you can pull
                this off?
                               JACK
                        (modestly clears                          *
                         his throat)
                Well...  I do have two years of high
                school  drama under my belt. As a
                matter  of fact, I once understudied
                the Sky  Masterson role in a production
                of Guys  and Dolls.
                              LYDIA
                Good. That's good, Jack. The thing
                to do now is stay close to the Cowboy.
                Wherever he goes tonight, that's                  *
                where we're going.

                              JACK
                We're not exactly dressed for a night
                on the town.

      Revised 11/8/85                                        87.   *

                              LYDIA
                       (heading for the door)
                There's a dress shop in the lobby.
                       (beat)
                You can dip into Tuck's suitcase.
296   TUCK - INSIDE THE POD

                              TUCK
                       (to Jack;
                        peevishly)
                Go ahead! Dip all you want.
                Nothing will fit you!

297   INT. THE HOTEL ROOM - LATER
      Jack has just finished dressing into Tuck's clothes.

      A rumpled but sporty look.    And everything fits.
      Lydia emerges from the bedroom in her new dress. Jack
      turns in her direction and has to gasp for breath.
                              JACK
                You look... beautiful.

                              LYDIA
                Thank you, Jack. And you look...
      Her voice trails off. A wistful look comes into her
      expression and she gently runs her hand down Jack's lapel.
                              JACK
                What's the matter?
                              LYDIA
                Oh, nothing. I was just reminded of
                a time when Tuck wore this jacket...

298   TUCK - INSIDE THE POD
      seems to melt as he views Lydia's melancholy expression.

                              TUCK
                       (as if he were
                        talking directly
                        to Lydia)
                It was the night we first met. You
                were writing that article about me.
                We had dinner and talked until three
                in the morning. I got drunk and
                fell down a manhole walking you home.

299   JACK AND LYDIA - IN THE HOTEL ROOM
      The SOUND of a DOOR CLOSING breaks the mood.

                                                              88.

                               LYDIA
                 What was that?

                               JACK
                 A door...
                                LYDIA
                 The Cowboy!   He's leaving.

      Lydia peeks out into the:
300   CORRIDOR

      where the Cowboy is walking. He turns down another corridor,
      passing a ROOM SERVICE WAITER, and heads for the elevators.
301   CAMERA HOLDS ON ROOM SERVICE WAITER

      who is actually one of Igoe's Henchmen. He waits for the
      Cowboy to board the elevator, then whips out a walkie-talkie.
                               HENCHMAN
                        (into walkie-talkie)
                 The Cowboy rides!
      The Henchman then wheels his serving tray away. Moments
      later, Jack and Lydia arrive from the opposite direction
      and approach the elevators.
302   EXT. THE HOTEL - NIGHT

      A new, black Mercedes 500 SEL is parked across the street
      from the hotel.
303   INT. THE 500 SEL

      Igoe sits in the back.   Two Henchmen sit up front.
                               IGOE
                 I love this car. You can't beat
                 German engineering.
      The Henchmen begin to giggle.    Igoe glares at them.

304   INT. HOTEL LOBBY
      The doors to the Main Ball Room swing open and FERRARI
      OWNERS pour out, talking loudly to one another.

      At the same moment, the Cowboy emerges from the elevators,
      walks through the mob of Ferrari Conventioneers and out the
      front door. All the while being observed by another Henchman
      dressed as a Bell Boy.

                                                           89.

                              BELLBOY HENCHMAN
                       (into walkie-talkie)
                Cowboy out of the chute!

305   INT. HOTEL PARKING GARAGE - NIGHT
      Jack and Lydia hurry towards their parked car. Meanwhile,
      Ferrari Conventioneers arrive at their cars. ENGINES FIRE
      up throughout the garage.

306   EXT. HOTEL - NIGHT
      The Cowboy waits for a cab.

307   INT. THE 500 SEL - NIGHT
      Igoe keeps an eye on the Cowboy, sees a cab pull up and
      the Cowboy climb in.

                              IGOE
                There he goes. Follow that cab.
                               HENCHMAN
                Look!
      Igoe looks again -- sees Jack's Ferrari drive out of the
      parking garage.
                               IGOE
                It's him!

                              HENCHMAN
                Who do I follow?...
                               IGOE
                The Ferrari!
      The Henchman begins to pull away from the curb, when:

                              HENCHMAN
                Which Ferrari??
                               IGOE
                Huh?!
308   EXT. STREET IN FRONT OF HOTEL - NIGHT

      Suddenly, the street is filled with Ferraris ZOOMING off
      in all directions. Many of them look just like Jack's.
309   INT. 500 SEL

      Igoe's head is spinning as four identical red Ferraris ROAR by.

                              IGOE
                Forget the Ferrari!   Follow the cab!

                                                           90.

                              HENCHMAN
                Where'd it go?!

      Everyone looks.   In the confusion, the cab has disappeared.

310   CLOSE ON IGOE
      Boiling mad. Gnashing his teeth.    White foam bubbles
      from his stretched lips.

311   EXT. SAN FRANCISCO STREET - NIGHT
      The Ferrari sticks close to the cab's tail.

312   INT. THE FERRARI - TRAVELING - NIGHT
      A white scarf, wrapped around Jack's neck, snaps in the wind.

                              LYDIA
                After we get the microchip back,
                how do we get Tuck?
                              JACK
                Don't worry. I'm in... uh...
                constant touch with him.

                              LYDIA
                You're what?!
                       (beat)
                I can't figure you out, Jack. But
                I know there's a lot you're not
                telling me.
                              JACK
                Trust me, Lydia. The time will come
                when I'll tell you everything. But
                this isn't it.
                       (beat)
                The cab's pulling over!

313   EXT. NIGHTCLUB - NIGHT
      The cab pulls up to a trendy night club and the Cowboy
      jumps out.
      LOUD MUSIC fills the air and shakes the walls. People
      mill around the entrance: A mixture of hardcore PUNKS
      and adventurous YUPPIES.

      One of these people is:
314   WENDY

      She wears her hair in pink and orange spikes and is dressed
      in a black leather mini-dress studded with metal rivets.

      Revised 11/8/85                                           91.

      Wendy is stunned to see Jack drive up in a Ferrari with            *
      Lydia at his side. Her jaw drops open.

                                WENDY
                         (to herself)
                 Jack...
      Jack leaves the Ferrari in the charge of a Parking Attendant
      at the curb. He and Lydia shoulder their way through the
      crowd toward the club entrance.
                                 WENDY
                 Jack!

      Jack turns -- can't believe his eyes:        Wendy, the Punk Harlot.
                                 JACK
                 Wendy...

      She can't keep her hands off him.
                                 WENDY
                 My God, Jack!    Look at you!
                               JACK
                 Uh... look at you, Wendy...
                               LYDIA
                        (to Jack)
                 I'm going in before we lose him!

      Lydia pushes her way into the club.        Jack wants to follow,
      but Wendy has ahold on his arm.
315   INT. THE NIGHTCLUB

      Crowded.   Smoke-filled.    MUSIC BLASTING.    The dance floor
      jammed.

      Jack and Wendy are dancing.        As they dance:
                               WENDY
                 ... I can't believe it, Jack! It's
                 so exciting. I mean, how long have
                 you been leading this double life?
                               JACK
                 Oh, for a while now.

      Jack steals a glance at:
316   LYDIA AND THE COWBOY

      who are also dancing together. The Cowboy is wild and
      uninhibited in his movements. Lydia entices him on,
      playing up to him.

                                                           92.

317   INT. NIGHTCLUB - MUCH LATER
      Lydia and the Cowboy are seated at a table. He smokes a
      big cigar, drinks whiskey and whispers in her ear. She
      laughs and plays with her hair.
      Jack and Wendy are at a table nearby. Jack's attention
      is equally divided between Wendy and Lydia.

                              WENDY
                ... I know I've been mean to you,
                Jack. I'm a real shit sometimes.
                It's probably on account of my
                life sucking like it does. I'm a
                complete mess, you know. I mean...
                I think you're the only person at
                the market I haven't slept with,
                and like -- you're the only one I'm
                even partially attracted to!
      Jack smiles painfully.
                              WENDY
                That lady is signaling to you.
      Jack turns, sees Lydia gesturing him over.   Jack gets up
      from his table. Wendy follows.
      The Cowboy sees them approaching.
                              COWBOY
                This is getting good!
                              LYDIA
                Cowboy, this is Jack and, uh...

                               WENDY
                Wendy.

                              COWBOY
                Howdy, Wendy and Jack.
      Jack and Wendy sit down.

                               JACK
                Hi, Cowboy.

      The Cowboy smiles broadly and looks from one face to the next.

                              COWBOY
                Say! Looks like we got just the
                right number for a foursome!

      Jack, Lydia and Wendy are speechless.   Finally:
                              JACK
                       (to Lydia)
                I hope he means golf.

      Revised 11/8/85                                        93.

      The Cowboy LAUGHS UPROARIOUSLY and POUNDS the table.
                              COWBOY
                       (wiping the tears
                        from his eyes)
                Jack, you are a real clown!
                              LYDIA
                Uh... c'mon, Cowboy.    Let's dance.

      The Cowboy leaps to his feet.
                              COWBOY
                Okay, Buffalo Gal! Do the Cotten-
                eyed Joe!
      Cowboy and Lydia dance off.

                              WENDY
                What a weirdo.
318   THE BAR - LATER
      Jack is paying for two beers as Lydia comes up behind him.
                              LYDIA
                       (urgently)
                He's taking me back to the hotel.
                              JACK
                I'll go with you!
                                 LYDIA
                No!     We're taking a cab.   Follow
                us.     I have to go.

      She hurries away. Jack takes the beers to Wendy who is
      waiting for him at the table.

                                JACK
                Sorry, Wendy.    Gotta go.
                              WENDY
                       (disappointed)
                Oh. Okay...
                       (smiling anyway)
                See ya, Jack...

      Jack smiles back and hurries off. Wendy watches him go
      with a sad expression on her face.                           *
319   EXT. SAN FRANCISCO STREET - NIGHT

      Four o'clock in the morning.    The streets are deserted.
      The sun is almost coming up.    The Ferrari streaks by.

                                                             94.

320   INT. THE FERRARI
      Jack behind the wheel.

                                TUCK'S VOICE
                Hurry up!
                              JACK
                I'm speeding now! I'm doing fifty!

                              TUCK'S VOICE
                Don't leave her alone in that hotel
                room with that sleazy cowboy!

                              JACK
                Hey -- I don't want them together
                any more than you do!

                              TUCK'S VOICE
                You don't?
                       (warily)
                Why not?
                                JACK
                Well, I...

                                 TUCK'S VOICE
                I knew it!     You're in love with her!
                              JACK
                I hardly know her!
                              TUCK'S VOICE
                You're in love with her!
                                JACK
                Are you?!
                              TUCK'S VOICE
                I... uh... well...
                                JACK
                You are!

                                TUCK'S VOICE
                Damn...

                                JACK
                Shit...
321   EXT. THE HOTEL - NIGHT

      A cab pulls up.    The Cowboy climbs out with Lydia.

322   INT. 500 SEL - NIGHT
      Parked across from the hotel with two Henchmen inside.
      They observe the Cowboy's return.

                                                           95.

                                HENCHMAN ONE
                 Good.   He's back.

                                HENCHMAN TWO
                 Yeah.   And he got lucky.
                               HENCHMAN ONE
                 Good for him. Now, let's go home
                 and get some sleep.

                                 HENCHMAN TWO
                 Oh, no.    Look. It's the Ferrari.

      We see Jack's Ferrari entering the parking garage.
                                HENCHMAN ONE
                 So what?   It's the tenth one
                 tonight.   Let's go.

323   INT. HOTEL CORRIDOR
      Jack strides purposefully down the corridor toward the
      Cowboy's room.
                               TUCK'S VOICE
                 I've got your adrenaline pumping!
                 Can you feel it!
                               JACK
                 I can feel it!

                               TUCK'S VOICE
                 You're strong! Very strong!     Do
                 you feel strong?
                               JACK
                 I feel strong!
                        (beat)
                 There's his room!

                               TUCK'S VOICE
                 Kick in the door!

      BASH!   Jack kicks open the door.
324   INT. THE COWBOY'S ROOM

      The Cowboy is caught standing in the middle of the room
      wearing nothing but his Stetson hat and European-style
      black bikini underwear.
      Jack reacts to the sight.

                               COWBOY
                        (smiling, but surprised)
                 Big Jack!

      INNERSPACE - Rev. 12/3/85                            96.   *

                               TUCK'S VOICE
                 Duke the sonofabitch!!

      Jack's fist flies out -- POW! -- catching the Cowboy on
      the jaw and sending him unconscious to the floor.
      Lydia rushes in from the corridor.

                               LYDIA
                 What happened?!
                               JACK
                        (confused)
                 Where were you??
                                LYDIA
                 Next door.   In my room.

                               JACK
                 Ooops.
                               TUCK'S VOICE
                 Beauty punch anyway, Jack.
                                                  DISSOLVE TO:
325   INT. POD
                               TUCK
                        (to Computer)
                 What gives people certain physical
                 characteristics?
                               COMPUTER VOICE
                 Genes.
                               TUCK
                 Think we can tamper with his genes
                 a little?

                               COMPUTER VOICE
                 Sounds like fun, I'll admit. But
                 genetic alteration can only occur
                 before conception.

                               TUCK
                 Shit...

      Tuck looks depressed.    Then:

                               COMPUTER VOICE
                 Were you thinking permanent or
                 temporary changes?

                               TUCK
                        (surprised by the
                         question)
                 Temporary.

      INNERSPACE - Rev. 12/3/85                           96A.

                              COMPUTER VOICE                     *
                Ohhhh... that's different.                       *

326   INT. HOTEL ROOM - LATER

      Lydia knocks on the closed bathroom door.
                              LYDIA
                How's it going in there?

                              JACK
                       (from within)
                Fine, fine. Just give me a few
                more minutes.
327   INT. THE BATHROOM

      The Cowboy is bound and gagged and seated on the toilet.
      Jack, dressed in the Cowboy's western atire, stands
      before the mirror looking at himself.
                                                                 *
                              TUCK'S VOICE
                Get ready. What I'm going to do is,
                electronically stimulate some glands.
                See if I can't enhance their hormonal
                secretions.
      Jack shudders at the thought.
                                TUCK'S VOICE
                Here goes!...

                                                            97.

328   CLOSE ON JACK'S FACE
      as portions of it begin to bulge! Forehead. Bridge of
      the nose. Chin. They swell slightly, then receed, then
      swell again in a horrific "ripple effect."
                              JACK
                       (startled by what
                        he sees in mirror)
                Ahhhh!!
      The Cowboy observes this hideous display with frantic alarm.
      His eyes pop and he struggles against his gag and bindings.

                               COWBOY
                Mmmmmphhh!   Humphmiffffddd!

                              TUCK'S VOICE
                Wait a minute... I'm getting the
                hang of it now... how's this?
      A CRACKING, STRETCHING sound is heard and Jack's nose
      begins to get thinner and longer.
                               JACK
                That's it.   That's his nose exactly!
                              TUCK'S VOICE
                Let's go for the cheekbones now.
      POP! SNAP!    Jack's cheek bones become distinctly more
      sculptured.
                                JACK
                Perfect!

      The Cowboy can take no more of this bizarre event.    He
      faints dead away.

329   INT. HOTEL ROOM - LATER
      The bathroom door opens and Jack strides out as the
      Cowboy. He's an almost perfect twin. Lydia GASPS.

                                LYDIA
                Jack?

                                JACK
                Yup.
                              LYDIA
                Ohmygod, Jack...

      She does a 360 degree tour of his body.
                              LYDIA
                Ohmygod... ohmygod...

      Revised 11/8/85                                       98.       *

      Then:   A KNOCK at the DOOR.   Lydia and Jack tense up.
                              JACK
                Showtime!
                       (beat)
                Open the door.
      Lydia opens the door to two of Igoe's HENCHMEN.

                              HENCHMAN #1
                Mr. Cowboy, we're ready to take you
                to see Mr. Scrimshaw.

                               JACK
                Good.   Let's hit the trail.
      (Jack does a reasonably good imitation of the Cowboy's
      strange accent and guttural tone.)

      Jack and Lydia begin to leave when one of the Henchmen
      holds Lydia back.
                              HENCHMAN
                The one-nighter stays.
      Lydia flashes Jack a threatening look.    Jack good-naturedly
      throws an arm around her shoulder.
                              JACK
                Why, nonsense, boys -- I don't go
                nowhere without this little filly.
      The Henchmen shrug indifferently.    Lydia smiles at Jack.
      As they leave the room, Jack is certain to leave the DO
      NOT DISTURB sign dangling from the doorknob.
330   EXT. NAPA VALLEY - MORNING

      A Limo glides silently through the rolling hills of the
      Napa Valley Wine Country.
331   INT. THE LIMO - MORNING

      The two Henchmen ride up front. Jack and Lydia in back. They
      glance out the window and wonder where they are being taken.

332   TUCK - INSIDE THE POD

      glances at his air supply gauge.
                              TUCK
                Three hours of air left, Jack.    Aren't
                we cutting this a bit close?
      No reply from Jack.

      INNERSPACE - Rev. 12/3/85                             99.     *

                              TUCK
                Hey... wait a minute! Why didn't
                I think of this before? I'll go
                to the lungs, open the hatch and
                take in more air!
                       (to Computer;
                        confidently)
                Take me to the lungs!

                              COMPUTER VOICE
                Uh... I have some bad news for you.
                       (beat)
                The hatch only opens from the
                outside.
      Tuck looks stunned.   He tries the hatch.   The Computer is
      right.

                              TUCK
                Damn! Leave it to the inventor of
                3-D Action Man!!
                              COMPUTER VOICE
                Sorry, Player Number One.
333   EXT. THE LIMO - MORNING
      It leaves the main highway and turns up a narrow dirt
      road that winds into the hills.
334   EXT. SCRIMSHAW'S COMPOUND - MORNING
      The limo enters the walled-in compound nestled deep in the
      Napa hills. The limo parks and Jack and Lydia are greeted
      by two more henchmen who lead them away.

      Also parked in the drive is Igoe's black 500 SEL.
335   EXT. THE COMPOUND

      Several dwellings occupy the compound grounds. Jack and Lydia
      are taken on a tangled journey between buildings, through a
      courtyard and down a long, narrow breezeway.

      Jack glances at a huge wrought-iron aviary housing a large
      assortment of rare and exotic birds.

336   INT. A SOLARIUM

      Jack and Lydia are ushered into the solarium (a glassed-
      in veranda) where a large breakfast table has been set.

      Seated at the table are several henchmen, Dr. Canker and
      Victor Scrimshaw -- dressed in an elegant summer suit.

INNERSPACE - Rev. 12/3/85                           100.

A friendly-looking GOLDEN RETRIEVER is curled restfully
on the floor near its food dish.

Scrimshaw rises.

                        SCRIMSHAW
          Hello, Cowboy. Come in.      Sit down.
          Join us.

                        JACK
                 (in an aside to Lydia)
          Do you think we're close friends?

                         LYDIA
          I hope not.
Jack and Lydia approach the table.

                        SCRIMSHAW
          How long has it been, Cowboy?
                        JACK
          Uh... you tell me.
                        SCRIMSHAW
          Almost ten years...
Both Jack and Lydia look relieved.
                        SCRIMSHAW
          Don't you remember?
                 (beat)
          Idi Amin's barbecue.
                          JACK
          Oh, yes.    How could I forget.
                        CANKER                             *
                 (suggestively)                            *
          You haven't forgotten the last time              *
          we saw each other, have you, Cowboy?             *
Jack smiles uncomfortably.                                 *

                        SCRIMSHAW
          You look taller, Cowboy.                         *

                          JACK
                   (after a moment's
                    hesitation)
          Lifts.

He points down to his cowboy boots. Scrimshaw nods, then
signals to his servant with the coffee pot.
                         SCRIMSHAW
          Sit down.   Coffee?

      INNERSPACE - Rev. 12/3/85                            100A.

      Jack and Lydia glance around the table at the decidedly
      unfriendly faces of the henchmen. They sit.

      Scrimshaw produces two cigars from his pocket.

                              SCRIMSHAW
                       (to Jack)
                Please join me. I believe these are
                the kind you like... Cuban.

      Jack takes the cigar and lights up apprehensively.   This
      is probably his first cigar. He draws in deeply.

337   TUCK - INSIDE THE POD
      looks out through the viewing dome, sees a thick cloud
      of smoke rolling his way.

      The smoke envelopes the Pod, darkening everything.   Tuck
      seems alarmed. He turns on his high beams.

      Revised 11/8/85                                     101.      *

338   JACK
      is choking on cigar smoke. Lydia slaps him on the back.
      Scrimshaw looks on. Finally Jack regains his composure.
      He puts the cigar to one side.
                              SCRIMSHAW
                All right, then. So much for the
                pleasantries. Let's get down to
                business.
                       (glances at Canker)
                Dr. Canker.

      Canker clears her throat.
                              CANKER
                       (to Jack)
                Miniaturization works on a dual-chip
                system. We have one chip in our
                possession at this moment. We will
                have the other one shortly.
      Scrimshaw anticipates an angry reaction from Jack -- but
      doesn't get one.
                               JACK
                Fine.   I'll take what you've got.
      Canker and Scrimshaw exchange a look.
                              CANKER
                       (to Jack)
                You do understand, the first chip
                only miniaturizes... both chips are
                required for re-enlargement.

                              JACK
                Right. We'll whet their appetites
                with what we've got!

                              SCRIMSHAW
                Good point.
                       (to Canker)
                Show him the chip.
      Canker takes a gold pill box from her pocket and places it
      on the table. Jack and Lydia conceal their excitement.

      Canker opens the pill box and holds up the chip with a
      pair of surgical tweezers.
339   TUCK - INSIDE THE POD

      sees the chip on his display monitor. There it is! The only
      thing on earth that can save him. So close and yet so far.
      Revised 11/8/85                                     102.

340   JACK AND LYDIA                                                *

      react to the chip the same as Tuck.     Jack reaches out for it. *

                              SCRIMSHAW
                Not so fast, my friend. If I let you
                take the chip, you must leave something
                behind as collateral...

      Scrimshaw glances at Jack's hand.     Jack wears one of the
      Cowboy's flashy gold rings.

                                SCRIMSHAW
                That.
                                JACK
                The ring?

                               SCRIMSHAW
                No.   The finger.

      Jack and Lydia react.

341   TUCK - INSIDE THE POD
                                TUCK
                That bastard!
342   RETURN TO SCENE

      One of the henchmen grabs Jack's wrist and SLAMS his hand
      to the table top.
                              SCRIMSHAW
                Don't worry, Cowboy. When it comes
                to re-attaching severed limbs, Dr.
                Canker here has pioneered the field.
                              CANKER
                We'll just keep that little baby on
                ice for you.
                              JACK
                But -- but -- but -- but...
      Scrimshaw snaps his fingers and Igoe enters the solarium.
      Lydia quickly turns her face away, fearing Igoe will
      recognize her. Igoe holds a surgical scalpel in his
      hand -- sunlight glistens off its blade.
343   INT. THE POD

      Tuck looks in his monitor and sees that Igoe has arrived
      on the scene. Then, his electronic equipment begins to
      BUZZ and CRACKLE. Dials begin to spin -- just like in
      the Chinatown restaurant.                                        *

      Revised 11/8/85                                      103.

                              TUCK
                Damnit! Every time this guy shows
                up my equipment goes haywire!
                What's he got -- a pacemaker?!

      He loses radio and video contact. Lights flash on and off.
                              TUCK
                Jack! Jack! Can you hear me, Jack!?
                Something's gone wrong! I can't hold
                the balance on these hormones!
344   RETURN TO VERANDA

      where everyone is looking at Jack in absolute, stunned horror.
345   ON JACK

      as his face begins to stretch and bulge!   The hormones
      are totally out of control.
      His skull begins to enlarge. His neck thickens. His nose
      turns into an animal's snout and pushes forward from his face.
      Horrible SNAPPING, STRETCHING, CRACKING sounds are heard.
      Jack MOANS painfully.

346   LYDIA, SCRIMSHAW, CANKER, IGOE, HENCHMEN AND SERVANTS
      can't believe their eyes.
                              SCRIMSHAW
                God in heaven, deliver us from Satan!
      A Servant drops the coffee pot with a CRASH.   Canker GASPS.
      Lydia SCREAMS. And then...

347   JACK'S FACE
      abruptly snaps back to normal.   And everyone sees that he
      is not the Cowboy at all.
                               IGOE
                It's him!   The one with the Pod!

                              SCRIMSHAW
                Grab him!

      Jack grabs the chip and tries to escape.                       *

                              SCRIMSHAW                              *
                He's got the chip!                                   *

      Henchmen rush toward Jack. Lydia upends the table in their
      faces. Coffee and breakfast muffins go flying. Henchmen
      slip on the solarium's tile floor.
      Igoe leaps in front of Jack, blocking his path.

      Revised 11/8/85                                       104.    *

                                JACK
                  Lydia -- catch!

      Jack tosses the chip toward Lydia, but it goes over her
      shoulder and lands in the dog dish with a soft PLOP.
      Igoe throws his arms around Jack and locks him in a vise-
      like bear hug. We hear Jack's bones begins to SNAP.

      Scrimshaw pushes the Golden Retriever away from its dish --
                                SCRIMSHAW
                  Get outta there!!

      -- and begins to dig around in the gooey Kal-Kan for the chip.
348   TUCK - INSIDE THE POD

      can feel the Pod's walls begin to bend as:
349   JACK
      is being squeezed by Igoe.
350   SCRIMSHAW

      finds the chip. He holds it up in his sticky, brown
      hand. Then turns to Igoe.
                                SCRIMSHAW
                  Hey, don't kill him! Lock him up.
                  The girl, too.
      Igoe releases Jack, who has gone cross-eyed from Igoe's
      squeezing.

351   INT. A WINE CELLAR
      Jack and Lydia are locked in the cellar.    Jack franti-
      cally looks for a way out.
                                JACK
                  We've got to get out of here!
                  There's only two hours left!
                         (turns to Lydia)
                  Don't just stand there. Help!

                                LYDIA
                  Not until you tell me what's going
                  on! I want to know everything!
                  Right now!

      Jack is silent for a moment.

                                TUCK'S VOICE
                  What the hell. You might as
                  well tell her.

      Revised 11/8/85                                        105.   *

352   INT. THE COMPOUND - DAY
      Dr. Canker hangs up the phone, turns to Scrimshaw.

                              CANKER
                They're preparing the lab now.
                               SCRIMSHAW
                Good.   We'll take the choppers.

353   INT. THE WINE CELLAR
      Lydia wears a delirious, flabbergasted expression of
      skepticism and disbelief.
                              JACK
                       (to Tuck)
                I don't think she believes me.

                              LYDIA
                You're talking to him right now,
                aren't you? No... it can't be true.
354   TUCK - INSIDE THE POD
                              TUCK
                I'll just have to prove it to her.
                       (beat)
                Jack... repeat to Lydia exactly
                what I say.

355   JACK - IN THE WINE CELLAR
                                JACK
                Okay.

      Jack approaches Lydia.    She looks at him expectantly.
                              JACK
                       (repeating Tuck's
                        words)
                Lydia... you were right. I do
                fight too much, and I do drink
                too much, and I have ruined
                everything that's good in my life.
                       (beat)
                You were the best thing in it,
                Lydia. And I threw you away, too.
                I'm a big dumb Palooka... just
                like you said I was.
      Lydia is convinced. Her mouth drops open and her eyes
      moisten. She's looking at Jack, but she's seeing Tuck.

                              LYDIA
                Oh, Tuck... it is you.

Revised 11/8/85                                         106.        *

She throws her arms around Jack's neck. Jack isn't sure
what to do with his arms. He steps back from Lydia.

                         JACK
          Okay!   Wait a minute here!
Lydia looks perplexed, as well she might considering the
situation.

                        JACK
          Tuck, I want a moment alone!
                        TUCK'S VOICE
          Huh?
                        JACK
          Shut down your sensors.    No sound.
          No picture.

                        TUCK'S   VOICE
          Bad idea, Jack. I'd    be navigating in the
          dark. And what if I    couldn't restore
          contact? No, Jack.     I can't do that.
                        JACK
          I want a moment alone.
                        TUCK'S VOICE
          Alone with Lydia, you mean!
                        JACK
          You owe me this, Tuck!
It dawns on Lydia that she's in the middle.      Silence.   Then:
                         TUCK'S VOICE
          Okay, Jack.   Signing off.
Tuck cuts out. Jack can feel a change in his body: A
momentary sensation of freedom that is reflected in his
expression.
He takes Lydia's hands in both his own.

                        JACK
          Lydia... I'm not sure what I want
          to say to you. I've only known
          you for less than a day, but --

LOUD FOOTSTEPS are heard coming down the cellar steps.
                        LYDIA
          They're coming!

                        JACK
          Well, no time for words!

Jack impulsively takes Lydia in his arms and kisses her.

      INNERSPACE - Rev. 12/3/85                           107.

356   EXT. THE POD
      Swirling and spinning. Caught in a whirlpool; a mael-
      strom of foaming liquid.

357   INT. THE POD
      Tuck fights for control of the craft. What he sees outside
      his viewing dome resembles an undersea view of the crashing
      surf.
      But in truth... it is mere human saliva.

358   INT. THE WINE CELLAR
      Jack breaks the kiss and Lydia's eyes remain closed. Then,
      the door is thrown open and Igoe stands framed in the doorway.

                               IGOE
                Let's go!
359   INT. THE POD
      Tuck is trying frantically to restore communications to
      his Pod.

                              TUCK
                Jack?  Jack? Do you read me?
                       (beat)
                Damn! No reception! I knew I
                shouldn't have shut down my sensors!
                       (looks out his
                        viewing dome)
                Where am I, anyway?
                                                                      *
360   EXT. SKIES ABOVE THE NAPA VALLEY - DAY
      A pair of Bell Jet Ranger helicopters fly over the landscape,
      heading toward San Francisco.

361   INT. THE FIRST CHOPPER
      Scrimshaw, Dr. Canker and a Henchman Pilot.

      Revised 11/8/85                                      108.

362   INT. THE SECOND CHOPPER
      Jack, Lydia, Igoe and another Henchman Pilot.   Jack and
      Lydia exchange worried glances.

      Meanwhile...
363   EXT. THE POD

      Traveling swiftly down a twisting channel whose sides are
      made up of delicate, convoluted folds.
      The flood lights atop the Pod illuminate the way.

364   INT. THE POD
      Tuck looks out the viewing dome. The twisting channel is
      opening into a dark, hollow chamber.

      And then Tuck sees something more incredible than anything
      he has ever seen in his entire life. His eyes widen and his
      jaw drops open in astonishment.
                                TUCK
                Oh my God...

      This is what Tuck sees:
365   A HUMAN FETUS
      Eight weeks old. Curled in its sac of amniotic fluid.
      A tiny, unformed human being. Almost transparent.
366   EXT. THE POD
      It sails up to the fetus in the sac -- which in reality
      is only one inch long, but dwarfs the Pod like a giant.
367   TUCK - INSIDE THE POD

      views the fetus. Awed and overwhelmed by the miracle of
      human life. Moved. Speechless. Then it hits him:

                              TUCK
                       (hushed)
                Lydia...

368   EXT. SECRET WAREHOUSE LAB - DAY

      The helicopters land atop the warehouse situated on the docks.
      Everyone piles out and disappears down a rooftop access.

369   INT. THE LAB

      Jack and Lydia are ushered into the lab. Busy Technicians
      are involved with their work. Canker leads everyone to:
      A POD

INNERSPACE - Rev. 12/3/85                           109.

resting on a platform. It looks very much like Tuck's Pod,
except its color is a flat, metallic black. We will call it
the BLACK POD.

                        CANKER
         There it is!
                        SCRIMSHAW
         What is it?

                       CANKER
         Our Pod. Perhaps not as sophisticated
         as the one inside Mr. Putter, but I
         think it will get the job done.
Jack and Lydia exchange a puzzled glance.

                        SCRIMSHAW
         What job?
                       CANKER
         We'll use the chip we have. Mr. Igoe
         will be placed in our Pod,
         miniaturized and injected into Mr.
         Putter. He will then locate their
         Pod, eliminate its pilot by whatever
         means necessary, take command of it
         and retrieve the second chip.
Jack and Lydia's expressions darken.
                                                              *
                       CANKER
         Prepare the miniaturizer!
                       SCRIMSHAW
         Where can we stash the girl?
                       CANKER
         Use my office.

Scrimshaw signals to the Henchman who whisks Lydia away.
Jack is taken to a stainless steel table and lashed down.

      Revised 11/8/85                                       110.

370   INT. DR. CANKER'S OFFICE
      Lydia and the Henchman enter the office.    The Henchman
      pushes Lydia toward a chair.

                              HENCHMAN
                Just sit down and shut up.

      Lydia does as she's told.

371   INT. THE LAB
      Igoe is now seated inside the Black Pod.

                              CANKER
                Engage the PEM 5000!

                              TECHNICIAN
                PEM functional.
                              CANKER
                Lower the Miniaturization Cone!
      A clear glass cone is lowered from above, engulfing
      the Pod. Jack watches in wide-eyed wonderment.

372   INT. CANKER'S OFFICE
      Lydia snakes her hand into her purse. Suddenly, she's on her
      feet with the electronic stun-gun pointed at the Henchman.

                              LYDIA
                Stay right where you are! This
                is an electronic stun-gun. A
                nonlethal personal defense weapon
                deploying a charge of five thousand                  *
                vo-- oh, what the hell...
      ZAP! She fires the gun. Five thousand volts enter the          *
      Henchman's body. He sinks to his knees, but doesn't fall
      forward. He just kneels there: Stunned.
      Lydia grabs the phone and dials.

                              LYDIA
                Duane! It's me, Lydia. Listen
                carefully. I'm being held in a
                warehouse somewhere along the
                Embarcadero. You've got to reach
                Pete Blanchard for me!                               *
373   INT. NEWSPAPER PRESS ROOM - DAY

      Duane Flornoy is on the phone.
                               FLORNOY
                Blanchard?!   Hell, I'll call the
                police!

      Revised 11/8/85                                     111.

      INTERCUT BETWEEN LYDIA AND DUANE:
                               LYDIA
                 Yes! Call the police. But call
                 Blanchard, too. Tell him we've
                 got Tuck Pendelton!
                              FLORNOY
                 Tuck who?

                               LYDIA
                 Pendelton. He'll understand.
                 Tell him we're coming in with
                 Tuck. Dr. Niles has got to get
                 ready for us at Vector-Scope.
                                                                      *
                               FLORNOY
                 Lydia... are you in as much
                 trouble as you sound?
                               LYDIA
                 Maybe more.
                        (beat)
                 Tell the police to look for the
                 warehouse with the helicopters
                 on the roof.
                               FLORNOY
                 Whatever you say, Lydia.
                               LYDIA
                 Thanks, Duane.
      Lydia hangs up the phone. She glances around the office,
      spots Canker's lab coat hanging from a hook. She puts it on.

      She goes to the stunned Henchman, takes the pistol from under
      his coat and slips it into her pocket. Then she exits the
      office.  As the door SLAMS behind her, the kneeling Henchman
      CRASHES face-first onto the floor.
374   INT. LAB HALLWAY

      Lydia moves briskly down the hallway. She arrives at an
      intersection and stops to look both ways before proceeding.
                              TUCK'S VOICE
                 Lydia.

      Lydia GASPS, jumps and spins around.
                               LYDIA
                 What the hell!? --

                               TUCK'S VOICE
                 Lydia, it's me -- Tuck.

      Revised 11/8/85                                          112.

                              LYDIA
                Tuck, where are...
                       (it hits her)
                Oh, no. But... how?

                              TUCK'S VOICE
                You must have kissed Jack, Lydia.

                              LYDIA
                I only... I mean, he kissed me, but...
                              TUCK'S VOICE
                That's not important. We've got
                to get that chip. My time is
                running out.
                              LYDIA
                What about Jack?

                              TUCK'S VOICE
                We don't leave without him.
375   INT. THE LAB
      Lydia slips in unnoticed, wearing the lab coat.    She
      stands among the other technicians.
      Jack is strapped to the table. Canker looms over him with
      a long hypodermic needle. Jack tries to wiggle free.
                              CANKER
                Ready to inject the Pod into the
                subject.
                              SCRIMSHAW
                Wait a minute. After Igoe takes
                command of their Pod, how do we get
                the chip out?

                              CANKER
                Mr. Igoe will pilot the Pod out
                through a tear duct or sweat gland.

                              SCRIMSHAW
                Why chance it? As soon as he takes
                over the Pod and gets the chip, let's
                re-enlarge!

                              CANKER
                While it's still inside Mr. Putter!?
                             SCRIMSHAW
                Sure.

      Jack and Lydia react in horror.

      Revised 11/8/85                                       113.

                              CANKER
                Do you have any idea what kind
                of mess that would make?

      Hearing this, Jack struggles valiantly against his
      bindings.
                              JACK
                Tuck! Give me some adrenaline!
                Make me strong, Tuck!
      Jack strains and strains and strains. His veins pop out
      in his neck, and... SNAP! SNAP! SNAP! SNAP! He frees
      himself.
                               SCRIMSHAW
                Look!   He's loose! Grab him!

      Lab Technicians rush forward to seize Jack.    He struggles
      manfully, but there are too many of them.
      Canker jabs the needle into Jack's arm and injects Igoe
      and the Black Pod into his body.
                               CANKER
                He's in!   Igoe's in!
      Lydia pulls out the pistol taken from the Henchman and
      FIRES it into the air. Everyone jumps.
                              LYDIA
                Let go of him!
      There are no heroes here, only scientists and engineers.
      They release Jack immediately. Lydia comes over to his side.

                              JACK
                       (to Scrimshaw)
                So! You wanted to enlarge the Pod
                while it was still inside me, huh!
                Well, let's see who has the last
                laugh now!
                       (beat)
                Everybody into the miniaturizer!
376   EXT. A SAN FRANCISCO STREET - DAY

      POLICE CARS speed through the streets, SIRENS SOUNDING.

377   INT. THE LAB
      Held at gunpoint, Scrimshaw, Canker and the Lab Techs
      watch the Miniaturization Cone descend down upon them.

                              SCRIMSHAW
                I'll get you for this, Margaret!

      The Cone fully engulfs them now.

      Revised 11/8/85                                      114.

                                JACK
                Let's go!

                                 LYDIA
                Wait!     The chip!
      Jack goes back to the circuit board, finds the chip and
      yanks it free.
                              VOICE
                I'll take that now.
      Jack looks up -- sees that the Henchman who Lydia stunned has
      returned. And he's got an automatic rifle pointed at him.
                              HENCHMAN
                Hand it over.
      Jack doesn't want to give up the chip.   An idea hits him:

                              JACK
                Here it comes, Tuck!
      So saying, he pops the chip into his mouth and swallows it.
      At the same moment, Lydia comes up behind the Henchman and
      clubs him over the head with her gun. He once again sinks
      to his knees.

                                LYDIA
                Let's go!
      They make a dash for a corridor, SLAMMING a heavy metal
      DOOR behind them.
378   INT. THE CORRIDOR
      They run down the corridor.

                              LYDIA
                Where's the chip!?

                              JACK
                I swallowed it!
      Lydia winces to herself. Now they realize that they have
      sealed themselves into a dead-end hallway. But they spot
      a ladder that leads to a trap door in the ceiling.
                                LYDIA
                The roof!

                                JACK
                Let's go!

379   EXT. THE ROOF

      They emerge onto the roof and see the parked helicopters.
                              LYDIA
                It's our only chance.

      Revised 11/8/85                                        115.

      Then they see that the choppers are being guarded by
      another Henchman.
                              JACK
                Don't worry. Tuck's given me the
                strength of ten men! I'll handle
                this.
                             LYDIA
                But --

                              TUCK'S VOICE
                -- don't tell him now!

      Jack leaps at the Henchman with flying feet and fists-of-fury.
      WHAM! BAM! POW! The Henchman goes flying off the roof.
380   EXT. AN ALLEY

      The Henchman who Lydia clubbed with her gun has regained
      consciousness, and now staggers out into the alley with
      his automatic rifle.
      He looks up -- sees his comrade falling from the sky.
      BOOM! The falling Henchman lands on top of the other one,
      knocking them both out cold.

381   EXT. THE ROOFTOP
      Jack and Lydia board one of the choppers and strap them-
      selves in.
                              JACK
                 C'mon, Tuck! Tell me how to fly
                 this thing!
                             LYDIA
                Jack --
                              JACK
                -- not now, Lydia!   Tuck, give me
                instructions!
                              LYDIA
                He can't, Jack! He's not in you
                anymore! He's in me!
      Jack looks flabbergasted.   It takes him a moment to recover.

                              JACK
                For how long?...
                              LYDIA
                Since the wine cellar.

      Revised 11/8/85                                        116.

                              JACK
                       (sounding like
                        Jerry Lewis)
                You mean... when I broke... and
                when I hit... and when he fell over
                the thing... it wasn't Tuck who...
                              LYDIA
                It was you, Jack. All you. But
                we better get this thing in the air.
                              TUCK'S VOICE
                Lydia! I'm on the tip of your tongue!
                Get me back into Jack! Kiss him!
      Lydia grabs Jack and plants one on his lips. His eyes
      widen into saucers as Lydia's tongue goes into his mouth.

382   EXT. THE POD
      Propelled with a mighty force, in a swirl of foaming
      saliva, back into Jack's body.
383   INT. THE CHOPPER
      Lydia breaks the kiss.
                                 JACK
                Wow!     What was that for!?
                                TUCK'S VOICE
                Hi, buddy!
                                 JACK
                          (disappointed)
                Oh.
384   TUCK - INSIDE THE POD

                              TUCK
                Jack, turn on the master switch.
                Disengage the clutch, then start
                the ignition. You've got two
                sticks at your sides. One for each
                hand. Here's what they're for...
385   INT. THE LAB

      The POLICE burst in, but stop short at the sight of the
      weirdly-shimmering Miniaturization Cone.
                              POLICE CAPTAIN
                Stay back, men!

      He pulls a handle and the Cone begins to rise. The Policemen
      watch with bated breath until Canker, Scrimshaw and the Lab
      Techs are fully revealed: Each one about two feet tall.

      INNERSPACE - Rev. 12/3/85                              117.   *

                              POLICEMAN
                Jesus Christ, Captain... munchkins!

386   EXT. THE ROOFTOP

      The chopper lifts off into the sky.
387   EXT. THE ALLEY

      The Henchmen are coming to their senses. They look up,
      see the chopper flying off. They clamber up a fire
      escape toward the rooftop and the second chopper.

388   EXT. THE CHOPPER
      It flies erratically out over the Bay, then practically
      drops from the sky, plunging toward the water.

      Then, only several feet from the water's surface, it
      levels off and begins to gain altitude.
389   INT. THE CHOPPER - FLYING
      Jack has a firm grip on both sticks, if not the situation
      itself.

390   TUCK - INSIDE THE POD
                              TUCK
                Keep your RPMs in the green, Jack!
                I've got to reach that microchip
                before the other guy does.
      He turns to one of his display monitors. It shows a wire-frame
      image of Jack's body. Two lights are blinking. One represents
      the chip, the other represents the Black Pod.
                              COMPUTER VOICE
                Player Number Two is taking the
                digestive system.
                              TUCK
                Right. But I can beat him by
                taking the circulatory system,
                can't I?
                              COMPUTER VOICE
                Yes. But that means going through
                the heart, Player Number One!
                              TUCK
                I know... but it's worth a shot.
                       (to Jack)
                I'm going through the heart, Jack.
                It could get hairy in there. Your
                pulse rate is up to one hundred and
                seventy. My pod might not withstand
                the beating.

      INNERSPACE - Rev. 12/3/85                           117A.

391   EXT. BLACK POD
      Coursing through the soft muscle tissue that resembles
      huge strands of wire rope. Igoe is visible through the
      cockpit dome.

      Revised 11/8/85                                       118.

392   INT. THE BLACK POD
      Igoe checks his instruments. Sonar "Blips" pin-point the
      location of the chip and Tuck's Pod. Igoe is surprised         *
      by what he sees:
                              IGOE
                Ha, ha! You fool! You'll never
                make it through the heart!

393   EXT. ROOFTOP OF WAREHOUSE LAB
      The two Henchmen take off in the second chopper.

394   EXT. SAN FRANCISCO-OAKLAND BAY BRIDGE
      Jack's chopper almost clips the top of the bridge.

395   INT. THE CHOPPER

                              JACK
                That was close!
                       (beat)
                How do I find Vector-Scope?
                              LYDIA
                Follow the freeways!
396   EXT. THE CHOPPER
      Speeding at a low altitude over the freeway.    Getting
      lower and lower...
397   INT. THE CHOPPER
      Jack and Lydia in a panic.

                              LYDIA
                I said follow the freeway, not take
                the freeway!

                              JACK
                I can't get it back up into the --

                              LYDIA
                -- Jack, look!!
398   JACK'S POV

      They are fast approaching the mouth of the Bay Bridge tunnel
      -- flying only inches above the traffic below them.
                              JACK
                Oh, nooooo!

399   INT. THE TUNNEL
      The CHOPPER ROARS into the tunnel above the traffic.
      Motorists gawk and brake -- TIRES SCREECH, HORNS BLOW.

      Revised 11/8/85                                     119.

400   EXT. THE TUNNEL
      The chopper emerges from the tunnel and begins to climb.

      INTERCUT THE FOLLOWING:
401   THE CHIP                                                        *

      floating through Jack's stomach, headed for the small
      intestine.
402   THE POD

      sailing through the pulmonary veins toward the left ventricle
      of the heart.
403   THE BLACK POD

      sliding down the endlessly long esophagus toward the stomach.
404   TUCK - INSIDE THE POD
                               TUCK
                 Try to slow down your pulse rate!
                 I'm about to enter the left ventricle!

405   EXT. THE CHOPPER
      Flying backwards across the sky.
406   INT. THE CHOPPER
      Jack and Lydia look stunned as they speed through the air
      in reverse.
                               TUCK'S VOICE
                 I'm in! I'm in the ventricle, Jack.
                 Stay calm, stay calm.

      Jack tries to take a deep, calming breath when the enemy
      chopper, piloted by the Henchmen, appears in the sky.
                               LYDIA
                 Jack, over there!
      Jack turns, sees the enemy chopper.

                                  JACK
                           (startled)
                 Aaahhh!
407   INT. THE LEFT VENTRICLE

      Jack's fear causes a sudden rush of blood into the ventricle,
      followed by strong ventricle contractions. The Pod is
      buffeted and tossed like a beer can in the pounding surf.

      Revised 11/8/85                                        120.

408   INT. THE POD
      Tuck fights for control of his craft. It shakes and vibrates.
      Interior lights dim and flash. It seems the Pod will tear
      apart at the seams.
      Tuck almost blacks out.    Then he sees:

409   THE AORTIC ARCH

      offering four distinct pathways out of the heart.
410   TUCK - INSIDE THE POD

                              TUCK
                The aortic arch! I'm almost out!
                I've got to make it through the
                opening on the right!

      He pulls hard on the control stick. The Pod begins to turn.
      It trembles and shakes. Portions of the sidewalls are pushed
      inward by the tremendous pressure. Gauges shatter. Warning
      lights flash and BUZZ.
411   EXT. THE POD

      SLAMMING against the muscle-lined vascular wall. Bouncing
      back. Shooting through the proper "archway" into the
      relative calm of the AORTA.
                                TUCK (V.O.)
                I'm through!
412   INT. THE BLACK POD
      Igoe views his sonar scanner in disbelief. The "Blip"
      tells him that Tuck has made it safely through the heart.
                                IGOE
                Impossible!
413   INT. THE STOMACH

      Tuck's Pod BLASTS through the membrane lining of the
      stomach wall.
                              TUCK (V.O.)
                I'm in the stomach. No sign of
                the bandit.
414   INT. THE BLACK POD

      Igoe enters the stomach. He can see Tuck's Pod up ahead.
      He swings his Laser Gun Sighting Device into place.

      Revised 11/8/85                                        121.    *

415   EXT. THE SKY
      Jack and the enemy chopper are engaged in a nasty dogfight.
      The Henchman FIRES at Jack's chopper with his automatic
      rifle. Somehow, Jack is able to maneuver out of the line
      of fire.
416   INT. THE STOMACH

      A dogfight of a different kind rages here. Both Pods dart
      around the stomach, shooting LASER BEAMS at each other.
      A stray laser beam hits the stomach wall, burning a small
      hole in it.
417   INT. THE CHOPPER

      Jack winces and grabs his stomach.

                              LYDIA
                Are you all right!?
      Then: The enemy chopper comes up right beside Jack.
      The Henchman inside levels his automatic weapon, but
      before he can fire --

418   A HUEY-COBRA U.S. MILITARY HELICOPTER
      THUNDERS out of the clouds like a bad dream and FIRES a
      heat-seeking missile. The missile SCREAMS across the
      skies and hits the enemy chopper.
      It EXPLODES in a ball of fire and evaporates into dust.
419   JACK AND LYDIA

      watch it happen with dazed expressions.
420   INT. HUEY-COBRA

      Pete Blanchard, wearing his military uniform, is on the
      radio-phone.

                              BLANCHARD
                That one was for Tuck, Lydia! You
                can tell him I've put my uniform
                back on.
                       (beat)
                We're taking you in, Lydia. Follow
                us down.
421   INT. THE STOMACH                                               *

      Meanwhile, the two Pods play cat-and-mouse through the         *
      corridors of the GASTRIC GLANDS in the upper stomach.          *
      Tuck gets the edge on Igoe -- FIRES his laser.   Direct hit!

      INNERSPACE - Rev. 12/3/85                       121A.   *

422   INT. POD
                               TUCK
                 Got 'im!

                               COMPUTER VOICE
                 Nice shooting, Player Number One.

                               TUCK
                 Stop calling me that! This isn't
                 a video game -- this is real life!
                               COMPUTER VOICE
                 I agree, Player Number One.
                        (beat)
                 Advance to the second level.

      Revised 11/8/85                                        122.

423   INT. THE BLACK POD
      Corrosive hydrochloric acid pours into the Pod through
      the hole blasted by Tuck's laser beam.

                                IGOE
                Damn!    Stomach acid!

      The interior of the Black Pod is being rapidly eaten
      away. It looks bad for Igoe.
424   INT. THE SMALL INTESTINE

      Tuck's Pod locates the chip at the opening of the intestine, *
      but the chip is many times larger than the Pod. Nonetheless,
      the Pod's articulating arms reach out and take hold of it.

425   INT. THE CHOPPER

      Zipping along beside the giant Huey-Cobra.
                              TUCK'S VOICE
                I've got the chip.                                  *
                              JACK
                       (to Lydia)
                He's got it!
      Lydia gives a silent cheer.
                              TUCK'S VOICE
                I'm coming up the esophagus with it.
                I'm gonna plant it right on your tongue.
                How much farther to Vector-Scope?
      Jack looks down.
                              JACK
                We're over San Jose now.   How's
                your air supply?
426   TUCK - INSIDE THE POD

      glances at his mission clock.
                              TUCK
                Twenty minutes.

427   INT. THE STOMACH
      Igoe abandons his disintegrating Pod and swims out into
      the caverns of the upper stomach.

      Tuck's Pod sails by, pushing the enormous chip before it.     *
      Igoe waits for the right moment -- then grabs hold of
      Tuck's Pod. He clings on tightly, crawls to the top and
      pries open the hatch with his fingers.

      INNERSPACE - Rev. 12/3/85                            123.   *

428   INT. THE POD
      Tuck swivels in his chair to see Igoe entering the Pod.
      Igoe's mighty hands clamp down around Tuck's neck. The
      fight is on!
429   EXT. VECTOR-SCOPE LABS - DAY

      A BATTALION OF U.S. INFANTRY SOLDIERS have assembled in
      the parking lot. Duane Flornoy is there as well.
      The two choppers appear in the sky.   The Huey-Cobra is
      the first to touch down.

430   INT. JACK'S CHOPPER - FLYING
                                JACK
                 Tuck?   How do I land this thing!?
                         (no reply)
                 Tuck!
                        (no reply)
                 Can't anything ever be easy!?
431   INT. THE POD
      Tuck and Igoe duke it out.   Tuck's face is bloodied, but
      not Igoe's.
432   EXT. THE POD
      Moving swiftly up the esophagus with the chip, even as
      Tuck and Igoe struggle inside.
433   EXT. VECTOR-SCOPE LABS
      Jack's chopper comes down hard. Blanchard, Flornoy and
      Infantrymen rush to help Jack and Lydia out.
      Everyone then dashes into the lab.

434   INT. POD
      Tuck and Igoe slam against the pod's various instruments.
      Tuck puts his hand to his jumpsuit pocket.
                                TUCK
                 Shit!   You broke my lucky flask!

      An exposed WIRE BUZZES. Igoe leaps back from it like a
      scared child. Tuck is surprised by this reaction.
                               TUCK
                 Afraid of a little electricity,
                 huh!
      Igoe can't take his eyes off the CRACKLING WIRE.   Tuck
      takes advantage of the distraction and:

      INNERSPACE - Rev. 12/3/85                           124.       *

      Drives his fist into Igoe's stomach. In fact, Tuck hits
      Igoe so hard that his arm sinks into Igoe's body clear up
      to his elbow!

      Tuck looks horrified.
      He pulls his arm out. And with it, much of Igoe's inner
      workings: Wires, circuits, relays, diodes, switches. They
      all come tumbling out in one big tangled, HUMMING, heap.

                                TUCK
                An android!

      Igoe begins to short-circuit. Smoke billows out from all
      the openings in his body. A HISSING noise. SPARKING WIRES.
      Then, Igoe erupts into flames.   Tuck jumps back.

      CAMERA MOVES IN CLOSE ON IGOE'S TATTOO.
      Flames shrivel and melt the "skin" on Igoe's chest, and
      the heart-shaped tattoo with Margaret's name in the center
      begins to perish.
435   TUCK

      grabs an onboard extinguisher and tries to douse the fire.
      Igoe is melting right before his eyes and the pod is filling
      with an acrid black smoke.
      The air-supply gauge begins to flash WARNING!, WARNING!
                              COMPUTER VOICE
                The fire is consuming your remaining
                air! The fire is consuming your
                remaining air!
                              TUCK
                Where are we now!?

                              COMPUTER VOICE
                Middle esophagus! Too far to go!
                Not enough air! Only one chance to
                make it!
                               TUCK
                What!?   Tell me!

                              COMPUTER VOICE
                A human sneeze has been clocked at
                over one hundred miles per hour.

      Tuck turns to his mike:

                              TUCK
                Jack -- sneeze!!

      INNERSPACE - Rev. 12/3/85                            125.      *

436   INT. VECTOR-SCOPE LAB
      Where it all began.   Dr. Niles and his technicians surround
      Jack.

                              JACK
                       (to Tuck)
                Sneeze?? I can't sneeze!

437   TUCK - INSIDE THE POD
                             TUCK
                You have to! Think allergies!
                Ragweed! Pollen! Cat fur! Uh...
                              COMPUTER VOICE
                Fungus spores! Dust mites!
                Animal dander!

438   JACK'S EYES
      begin to tear up and redden.
                                JACK
                Ah... ahhh...

439   TUCK - INSIDE THE POD
      braces himself. He can feel the sneeze coming. The pod
      begins to tremble as Jack's respiratory system starts to
      convulse.
                              TUCK
                No power in the world like the
                power of suggestion!

440   CLOSE ON JACK
                              JACK
                Ahhhhhh -- Chooooo!!
441   THE POD

      is no more than a blur as it rockets up the esophagus at
      near "warp speed."
442   TUCK

      is pressed flat against the pod's rear wall -- his face
      horribly contorted by the powerful forward thrust.
443   CLOSE ON JACK'S NOSE AND MOUTH

      The sneeze explodes out in SLOW MOTION. A glistening
      spray of mucous and saliva containing both the chip and
      the Pod...

      INNERSPACE - Rev. 12/3/85                            126.    *

      ... All of which SPLATTERS against the face and glasses of
      Dr. Niles.

      NORMAL SPEED RESUMES as Technicians rush to Niles.

                              TECH ONE
                There's the chip!

      It's sliding down Nile's cheek. They quickly remove it,
      then search Niles' face for the Pod.
                                TECH TWO
                I see it!    Bring a slide!

      The Pod is placed on a glass slide.
                                NILES
                Quickly!    Quickly!

                              TECH THREE
                Re-enlarger functional!
      Niles presses a button. Lights flash in the lab. An
      incredible HIGH-PITCHED WHISTLE is heard. Everyone is
      forced to cover their ears. And then:

444   THE POD APPEARS!
      Full-sized. Standing in the middle of the lab. Dented
      and battered. Dripping with gooey biochemical waste
      material and glandular secretions.
      Smoke pours from its vents.
                              BLANCHARD
                Fire on board!
      Blanchard rushes forward to open the hatch.

445   TUCK - INSIDE THE POD
      holds a handkerchief to his nose and mouth, waiting for
      the hatch to open.

                              COMPUTER VOICE
                Goodbye, Player Number One...

      Tuck gives the computer a farewell glance.

                              COMPUTER VOICE
                ... Good game.

      The hatch is then popped open.

      INNERSPACE - Rev. 12/3/85                                 126A.

446   INT. LAB                                                          *
      Tuck scrambles from the hatch with Blanchard's assistance.        *

                                TUCK                                    *
                 Get back!   It's going to blow!                        *
      All scatter.   But Tuck suddenly goes back.                       *

                               TUCK                                     *
                 The chip!                                              *
      Tuck goes to the nose of the pod and tries to pull out            *
      the circuit module containing the second chip. It doesn't
      come free.
      Several Technicians and Infantrymen come forward, but
      Tuck warns them back.

                               TUCK
                 Get back!
      They jump away. Finally, Tuck pulls the module free and
      he dives for safety.
      The POD EXPLODES. Everyone hits the floor. The lab fills
      with debris. But when the smoke clears, one-by-one all
      get to their feet.
      First Blanchard. Then Niles.     Then Flornoy.   Then Jack.
      Then Lydia. Then Tuck.
      Tuck is a mess. His face bloodied and bruised.      His
      jumpsuit torn, burned and sweat-stained.
      But Lydia rushes into his arms nonetheless.
                               LYDIA
                 Tuck!!

      Tuck lifts her off her feet.
                               TUCK
                 Lydia!
      Then, looking over Lydia's shoulder, Tuck sees Jack. He sets
      Lydia gently back on her feet. She sees who he is looking at.
                                                                   *
      Tuck regards Jack with an expression of deep affection
      and profound appreciation. He steps towards him.
                               JACK
                        (offering his hand)
                 Glad to have you back, Captain.

      INNERSPACE - Rev. 12/3/85                             126B.   *

      Tuck ignores the hand to give Jack an enormous bear hug.
      Technicians and Infantrymen CHEER. Lydia wipes a tear
      from her eye.

      Now, everyone closes in on Tuck to welcome him back.
      Lydia and Jack become lost in the crowd. But soon...
      Tuck wiggles free and takes Lydia aside.

                              TUCK
                Lydia, we have to talk in private.
      Tuck takes her into Niles' office, which is visible to
      the lab proper through a large glass window.
447   INT. NILES' OFFICE

                              TUCK
                       (urgently)
                I never got to go up in a space
                capsule, Lydia. I never got to
                orbit the Earth or walk on the
                moon... but I've just gone places
                where no man has ever gone before.
                I've done things, and seen things,
                Lydia, that have opened my eyes.
                To you... to life... to everything!
      Lydia looks confused and overwhelmed.    Tuck tries to slow
      down a little.

                              TUCK
                It's not too late for me, Lydia.
                I can change. I can be better.
                I'm a different man already...
                       (beat)
                ... I've known all along. Why
                couldn't I just admit it to myself?

                              LYDIA
                Admit what, Tuck?...
                              TUCK
                That I'm in love with you, of
                course.
      Lydia is bowled over.

                              LYDIA
                Boy...
                              TUCK
                You broke my heart that morning
                you drove off and left me.
                              LYDIA
                You are a changed man, Tuck.

INNERSPACE - Rev. 12/3/85                        126C.   *

                       TUCK
         Lydia... this is a personal question,
         but I've got to know. Since that
         last night we spent together...
         have you spent a night like that
         with anyone else?

      Revised 11/8/85                                        127.   *

                                LYDIA
                Tuck!

                              TUCK
                Please, Lydia. It's important to me.
      Lydia can see that Tuck means it.

                              LYDIA
                All right, Tuck...
                       (beat)
                No. I haven't.

                              TUCK
                       (surprised)
                You haven't?

                              LYDIA
                       (defensively)
                I've been pretty busy, don't forget.
                              TUCK
                       (after a pause)
                We're going to have a baby, you know.
      Lydia gives him a look.
                              TUCK
                You did know, didn't you?
                              LYDIA
                I wasn't sure...
                              TUCK
                Be sure, Lydia.
                       (beat)
                I've seen it.
      Lydia begins to smile.

                              LYDIA
                Is it a boy or a girl?

      Tuck smiles back at her.    Approaches her.   Puts his arms
      around her waist.
                              TUCK
                I didn't even notice.    We'll just
                have to wait and see.
      Lydia wraps her arms around his neck. For a moment they
      just look into each others eyes. Then they kiss.

448   INT. THE LAB
      Jack looks through the glass window into Niles' office.
      He sees Tuck and Lydia.

      INNERSPACE - Rev. 12/3/85                             128.   *

      Then, they spot him.   Jack turns away.   Lydia and Tuck
      come after him.

                               TUCK
                Jack --
                               LYDIA
                -- Wait!

      Jack stops, turns to them.
                              JACK
                You don't have to say anything. I
                know you're in love with each other.
      Tuck and Lydia feel good and bad at the same time.

                              JACK
                Look... this has been the most
                exciting twenty-four hours of my
                life. I've been chased, kidnapped,
                frozen, electrified, amplified,
                magnetized and terrorized -- and
                I haven't felt this good since
                high school.
                       (smiles sweetly)
                It wasn't rest I needed... it was
                adventure. And for one day it was
                mine.
                       (to both Tuck
                        and Lydia)
                We made a good team, didn't we?
      Lydia smiles and gives Jack a kiss.
                                                  DISSOLVE TO:
449   EXT. DECK OF A CRUISE SHIP - DAY

      Tuck and Lydia stand together on the deck. Tuck wears a
      tuxedo and high hat. Lydia wears a wedding dress. The air
      is filled with flying confetti and brightly-colored streamers.
      A BAND PLAYS.

      Tuck cups his hands around his mouth and calls off:
                              TUCK
                Thanks again for the cruise
                tickets!
450   EXT. THE DOCK

      Jack is on the dock along with a hundred other people who
      have gathered to see the ship off.

      INNERSPACE - Rev. 12/3/85                               129.   *

                              JACK
                Bon voyage!
                       (beat)
                Happy honeymoon!

      The ship's HORN BLOWS and the ship begins to pull away
      from the dock.

451   TUCK AND LYDIA

      give Jack a final farewell wave -- then turn to each
      other and kiss.

452   EXT. THE PIER
      Jack walks away from the deck and the departing ship
      toward the red Ferrari which is parked nearby.

      Jack tosses the keys in his hand as he approaches.
453   INT. THE FERRARI
      Jack climbs in behind the wheel.   For a moment, he just
      sits there.
      Then he reaches into the glove compartment and takes out a
      white silk scarf, wraparound sunglasses, pigskin driving
      gloves and tweed motoring cap. He puts it all on and FIRES
      up the Ferrari's powerful engine.
      Then, one final touch:   He takes a cassette from his
      pocket.
454   CLOSE ON CASSETTE
      Sam Cooke's Greatest Hits.
455   JACK

      slides the cassette into the tape player and turns the
      VOLUME WAY UP.
                              SAM COOKE'S VOICE
                       (singing)
                Cu-pid... draw back your bow-oo
                and let... your arrow go-oo
                straight to... my lover's heart
                for me-eee.

      Jack listens for a moment. Smiles to himself. Then
      shifts the CAR into gear and SQUEALS away in a cloud
      of dust.

                                                  FADE OUT.

                                   END


Innerspace



Writers :   Jeffrey Boam
Genres :   Action  Adventure  Comedy  Sci-Fi


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