The soundtrack starts with a whisper and then swells. Its playing "Estranged" by Guns N Roses from Use Your Illusion II. It becomes a hard deep strident beat.

"When you're talkin' to yourself
and no one's home
You can fool yourself
You came in this world alone."

Nikita arrives at Section's secret entrance. We see her from the back. She is working at the door controls with some kind of miniature equipment in her hand. She is wearing a long black swing coat over a black catsuit, black brimmed hat, and tall black boots.

"So no one told you Baby
how it was gonna be
So what'll happen to you Baby
Guess we'll have to wait and see..."

The door opens. She strides in. We see her walking down the hall, on her face a determined "take NO prisoners" look. Operatives in the hall freeze, opened-mouthed, watching her walk past. She completely ignores them. Her eyes are focused straight forward.

"Young at heart and it gets so hard to wait
When no one I know can seem to help me now
Old at heart but I musn't hesitate
If I'm to find my own way out."

She strides thru the central area, never slowing. Walter starts forward, smiling but speechless. Birkhoff stands up at his computer banks, licorice sticks falling to the floor, mouth hanging open. She walks on. Michael comes into the area, his face finally registering surprise. Ops looks down from above, obviously amazed. She heads toward the stairs to go up to Ops nest. Madelaine walks in, her look is calculating. We can't be sure if she's surprised. She turns and studies the reactions of everyone in the room.

"So no one ever told us Baby
How it was gonna be
So what'll happen to us Baby
Guess we'll have to wait and see."

We see Nikita and Ops up in the nest. She says something quietly. Ops verbally attacks. He is puching his finger at her and shouting. She responds and we see the tough negotiator from Missing and Voices, "Here's what you're going to do....." Ops goes quiet. Nikita nods. Ops nods in agreement. Nikita turns and leaves.

"When I find all the reasons
Maybe I'll find another way
Find another day
With all the changing seasons of my life
Maybe I'll get it right next time..."

Nikita starts down the stairs. Michael looks up at Ops and Ops waves him up to the nest. Michael heads that direction. As Nikita and Michael pass one another, he glances sideways at her, then up to Ops and back to her. Is that a suppressed smile, and perhaps a touch of pride in his expression? She stares straight ahead not acknowledging anyone. Ops watches her leaving with the quizzical hint of a smile on his face. Is he remember telling her, "We trained you well, Nikita."?

"I guess I'll never find anyone to replace you
Guess I'll have to make it thru, this time
Oh this time
Without you."

She walks out through the main area and back down the hall. She is still striding with that hard cold fem-nazi attitude hanging out. They all watch her pass, except Madelaine who is watching everyone's response to Nikita. Her lips are in a pursed "Hmmmm" as at the end of Voices. No one has spoken. Nikita leaves through the door.

"I knew the storm was getting closer
And all my friends said I was high
But everything we've ever known's here
I never wanted it to die."

II. The Initial Briefing

(OPS IS STANDING, PACING OCCASIONALLY ALONG THE SIDE OF THE CONFERENCE TABLE AS HE SPEAKS. MADDIE IS AT THE FOOT OF THE TABLE. THE HEAD CHAIR, OPS', IS EMPTY. ALONG ONE SIDE OF THE TABLE SIT MICHAEL NEXT TO OPS' EMPTY CHAIR, BIRKHOFF, NIKITA, 1 UNNAMED OPERATIVE, AND WALTER NEXT TO MADDIE. OPS, MADDIE, AND NIKITA DO NOT APPEAR TO REACT IN ANY WAY TO THE FACT THAT NIKITA HAS RETURNED AND ASSUMED HER REGULAR POSITION AT THE MAIN CONFERENCE TABLE. BIRKHOFF AND WALTER ALTERNATELY LOOK FROM NIKITA TO MADDIE TO OPS TO MICHAEL, TRYING TO PICK UP CLUES. MICHAEL IS WATCHING NIKITA. NIKITA IS FOCUSED ON OPS. WHEN OPS BEGINS SPEAKING MICHAEL GIVES HIM HIS ATTENTION.)

OPS: The Market is a group selling heavy armaments to anyone with the money to buy. They are working the southern area of the former Soviet Union. Where truces are in place there, the truces are still very fragile. We have intel that they have recently made contact with both Krymanovich and Natrosian. We had an agent on the inside. His body was found in the outskirts of Karagaada yesterday.

(OPS POINTS HIS REMOTE AND THE BLUE RIMMED VIEWSCREEN APPEARS IN MID-AIR OVER THE CONFERENCE TABLE. PICTURES OF 2 MEN ARE ON THE SCREEN. )

OPS: Krymanovich and Natrosian.

(HE CLICKS THE REMOTE AGAIN AND THE PICTURE ZOOMS IN TO INCLUDE ONLY THE MAN ON THE LEFT.)

OPS: Krymanovich. Former KGB operative and member of the elite KK, Korpus Kodera. He leads a group that is attempting to overthrow the infant government and reassert a tyranny of old hard-liners.

(HE CLICKS THE REMOTE AGAIN AND THE PICTURE CHANGES TO THE OTHER MAN WHO HAD BEEN ON THE SCREEN.)

OPS: Natrosian. Guerrilla leader of the group that formerly held control of the local government. A popular revolt against his bloody methods instituted the present regime.

(HE CLICKS THE REMOTE AGAIN AND THE PICTURE IS RESTORED TO INCLUDE BOTH MEN.)

OPS: It is NOT in the best interests of the western alliance, the local infant government, the people of the area, NOR Section for either side to succeed. It is not in our interests for them to even BEGIN. The Market is selling to both sides and thereby guaranteeing an explosion of hostilities. We want to eliminate Krymanovich and Natrosian. We must stop The Market.

(OPS TURNS OFF THE VIEWSCREEN.)

OPS: We do NOT have any pictures of The Market's leader. We believe his name is Nefar. Details are very sketchy, and probably inaccurate.

MICHAEL: Our end game. The Market?

OPS: Yes. Krymanovich and Natrosian are a plus.

NIKITA: Bonus points?

(OPS FLASHES HER A LOOK THAT SAYS, "DON'T PUSH IT." NIKITA NODS SERIOUSLY. MICHAEL SLIDES A SIDEWAYS GLANCE AT NIKITA. HE IS THOUGHTFUL AND CURIOUS. WALTER AND BIRKHOFF EXCHANGE QUICK GLANCES. MADDIE REMAINS ALOOF WHILE WATCHING ALL THE BY-PLAY.)

OPS: Get inside headquarters at Krymanovich's and Natrosian's. Bug them. Birkhoff has the intel. He'll brief you. I want to know anything they're planning. I want info on Nefar. I want anything you can get. I want pictures. We must locate The Market's HQ.

MICHAEL: I have a contact in Karagaada. She might know something. I'll check it out.

(OPS LOOKS HARD AT MICHAEL. MICHAEL IS COMPLETELY UNRESPONSIVE. THERE IS SILENCE AT THE TABLE WHILE EVERYONE WATCHES OPS AND MICHAEL.)

OPS: Fine. Do it. Find out when and where meets are set up. Michael, I want US in control of the schedules. I want these people together and I want it ended. Assemble your teams. Dismissed.

(EVERYONE GETS UP FROM THE TABLE AND DEPARTS EXCEPT OPS, WHO SITS DOWN, AND MADDIE. THEY SIT STARING AT ONE ANOTHER UNTIL EVERYONE LEAVES.)

OPS: Well?

MADDIE: I think it went well. There are bound to be few bumps along the way

III. Preparations

(NIKITA IS AT WALTER'S WORK STATION. THERE IS EQUIPMENT SCATTERED ALL OVER THE TOP OF IT. THEY ARE LOOKING AT A MINIATURE OBJECT WALTER IS HOLDING UP BETWEEN TWO FINGERS. IN THE BACKGROUND WE SEE MICHAEL LEANING OVER BIRKHOFF AT BIRKHOFF'S COMPUTER BANK. THEY ARE STUDYING SOMETHING ON BIRKHOFF'S SCREEN.)

WALTER: Just give it a good squeeze, and its triggered.

(HE DEMONSTRATES. THEN POINTS TO A LAPTOP SITTING NEXT TO HIM.)

WALTER: Say something.

(FREQUENCY MODULATIONS REGISTER ON THE LAPTOP SCREEN AS HE SPEAKS.)

NIKITA: Like what?

(MORE FREQUENCY PATTERNS APPEAR ON THE SCREEN, BUT WALTER ISN'T PAYING ATTENTION. HE IS LOOKING AT NIKITA WHO IS WATCHING THE SCREEN.)

WALTER: Like maybe where you've been for the last few months. Like maybe why you're not dead. Like maybe what the hell is going on.

(MICHAEL IS AT BIRKHOFF'S COMPUTER STATION. WE SEE NIKITA AND WALTER IN THE BACKGROUND AT WALTER'S WORKSTATION. BIRKHOFF DISPLAYS THE LAYOUT OF KRYMANOVICH'S HEADQUARTERS AND BEGINS POINTING AT VARIOUS AREAS OF THE LAYOUT.)

BIRKHOFF: Here's the central area. Entrance points are here and here. The entrance areas are heavily guarded. We don't know what's in this area. There's a lot of activity, though. Lots of people going in and out.

MICHAEL: Any weak points? Ventilating? Sewer systems? Maintenance access?

BIRKHOFF: Not much. They seem pretty well self-contained.

(BIRKHOFF LOOKS OVER TOWARD NIKITA AND WALTER. MICHAEL'S EYES SHIFT THAT DIRECTION ALSO, BUT ONLY FOR A BRIEF GLANCE.)

BIRKHOFF: Michael...

MICHAEL: What?

BIRKHOFF: I don't understand.

MICHAEL: They probably have their own maintenance crews.

BIRKHOFF: About Nikita. I thought she was dead.

MICHAEL: She isn't.

BIRKHOFF: I thought you killed her.

MICHAEL: Obviously not.

(RETURN TO WALTER AND NIKITA AS THE PRIMARY FOCUS. MICHAEL AND BIRKHOFF ARE NOW IN THE BACKGROUND.)

NIKITA: It seems to be working OK. How do you shut it off?

(WALTER LOOKS DISGUSTED. HE SQUEEZES THE GADGET AGAIN.)

WALTER: Same way. We all thought you were dead, Sugar.

NIKITA: Let me try it.

(SHE REACHES OUT AND TAKES THE EQUIPMENT, GIVING IT A SQUEEZE.)

WALTER: Talk to me, Sugar.

(AS HE SPEAKS THE FREQUENCY PATTERNS REAPPEAR.)

NIKITA: I think I've got it. This is cool. And the entire conversation gets recorded in the laptop? What's the range?

WALTER. Yeah. About 1/2 mile. Just don't drop it. It breaks.

NIKITA: I'll be careful.

(ONCE AGAIN WE ARE WITH MICHAEL AND BIRKHOFF WITH WALTER AND NIKITA IN THE BACKGROUND.)

(BIRKHOFF SCRUBS THE TOP OF HIS HEAD IN FRUSTRATION.)

BIRKHOFF: You should have said SOMETHING!

(MICHAEL GIVES HIM THE COMPLETELY BLANK MICHAEL LOOK.)

MICHAEL: What about Natrosian's headquarters?

(BIRKHOFF SIGHS AND PULLS UP ANOTHER SCREEN. HE BEGINS POINT AT VARIOUS AREAS OF THE SCREEN.)

BIRKHOFF: Entrances here, here, and here. Heavily guarded, but they're not the pros that work for Krymanovich. There are cleaning crews from town. Grocery deliveries. All the usual.

MICHAEL: That's better. Keep working on Krymanovich. Maybe my contact will have more intel to add.

BIRKHOFF: Where has she been?

MICHAEL: She lives in Karadaaga.

BIRKHOFF: No. Nikita.

(MADDIE WALKS UP. BIRKHOFF SNAPS HIS ATTENTION TO HIS MONITOR. MICHAEL NODS AT HER.)

MADDIE: Do you have anything?

MICHAEL: Krymanovich is going to be a problem. We'll take Natrosian first.

BIRKHOFF: I'll run some sims on Natrosian. Figure out the best approach. I don't think it will be too bad.

MADDIE: Good. Do it. Michael, you're still trying to get more on Krymanovich?

MICHAEL: Yes. With the time lag, it will be about another 3 hours before I hear from my contact. I think she'll have something for us.

MADDIE: Keep me informed.

(MADDIE LEAVES. BIRKHOFF LOOKS UP TO ASK MICHAEL FURTHER QUESTIONS, BUT MICHAEL HAS TURNED TO LEAVE.)

(BACK WITH WALTER AND NIKITA, THEIR CONVERSATION IS WINDING UP. NIKITA HAS RISEN TO LEAVE.)

WALTER: I've been sick over it, Nikita. Michael let us all believe he'd killed you. I was pretty rough on him. We all were. Why did they let us think you were dead? What was the point?

(NIKITA LEANS TOWARD WALTER AND KISSES HIM ON THE CHEEK.)

NIKITA: I missed you too, Walter.

(SHE HEADS TOWARD BIRKHOFF'S AREA. SIMULTANEOUSLY MICHAEL STARTS TOWARD WALTER'S AREA. HE AND NIKITA PASS ONE ANOTHER, EACH GLANCING SIDEWAYS AT THE OTHER. ACROSS THE SPACE BETWEEN THEM, BIRKHOFF AND WALTER EXCHANGE LOOKS; THEY SHAKE THEIR HEADS NEGATIVELY TO ONE ANOTHER.)

IV. Insertion

(OPERATIVES ARE GATHERING OUTSIDE THE MOBILE COM VAN. MICHAEL IS STANDING QUIETLY WATCHING THEM ASSEMBLE. THERE IS A BACKGROUND BUZZ OF CONVERSATION. ABOUT 8 PEOPLE ARE IN THE AREA, INCLUDING BIRKHOFF. BIRKHOFF IS EXPLAINING SOMETHING TO 2 OF THE OPERATIVES. MICHAEL LOOKS AROUND. NIKITA APPEARS, STROLLING INTO THE AREA. SHE IS OBVIOUSLY WHO HE HAD BEEN LOOKING FOR. THEY ARE ALL DRESSED IN BLACK FOR NIGHT RECONNAISANCE.)

MICHAEL: You're late.

NIKITA: You're early.

(SHE STARTS TOWARD THE VAN. MICHAEL CATCHES HER ARM TO HOLD HER BACK. HE PULLS HER CLOSER TO HIM THAN IS NECESSARY FOR A PRIVATE CONVERSATION.)

MICHAEL: It's been a while since you've been in the field.

NIKITA: I've been staying in shape.

MICHAEL: Its not the same thing. Listen for instructions. You may not be as ready as you think you are.

NIKITA: Like?

MICHAEL: I don't know. Just be careful.

(NIKITA FLASHES HIM A BRATTY SMILE.)

NIKITA: Intuition, Michael?

(HE PUTS HIS HAND ON HER SHOULDER AND LOOKS HER DIRECTLY IN THE EYES, LEANING STILL CLOSER.)

MICHAEL: Focus, Nikita.

(SHE STEPS BACK, LEAVING HIS HAND SUSPENDED IN MID-AIR.)

NIKITA: I'm focused, Michael. Are you?

(NIKITA FOLLOWS THE OTHERS INTO THE VAN. MICHAEL, LOOKING THOUGHTFUL, FOLLOWS HER.)

(THEY ARE NEXT SEEN QUIETLY EXITING THE VAN. MICHAEL MOTIONS 2 OF THE OPERATIVES OFF TO THE LEFT, ANOTHER 2 OFF TO THE RIGHT, 1 OF THEM STRAIGHT AHEAD. HE INDICATES THE LAST ONE TO STAY NEAR THE VAN. THEY NOD AND TAKE POSITIONS. MICHAEL LOOKS BACK IN THE VAN AT BIRKHOFF WHO IS WORKING THE MOBILE COM UNIT. SATISFIED WITH WHAT HE SEES, BIRKHOFF LOOKS UP AND NODS AT MICHAEL. MICHAEL LOOKS AT NIKITA AND TAPS HIS EAR MICROPHONE.)

MICHAEL: Ok, Nikita. Go. Take care of the bugs. I'll work the computer tap. Stay in touch. You've got 5 minutes to get into position. Look for your markers. Report in.

(THEY BUMP ONE ANOTHER AS THEY START TO LEAVE, BACK OFF, AND THEN DEPART IN SLIGHTLY DIFFERENT DIRECTIONS FORWARD.)

NIKITA: Right.

(MICHAEL IS SEEN DISARMING A DOOR ALARM. HE ENTERS QUIETLY AND SCANS THE ROOM. IT IS AN OFFICE. HE QUICKLY LOCATES THE COMPUTER AND GOES TO IT, TURNS IT ON AND BEGINS TYPING INTO IT.)

MICHAEL: Birkhoff, I'm in.

(BIRKHOFF IS HEARD SPEAKING FROM THE VAN VIA COM LINK)

BIRKHOFF: Ok. Take me to the com links.

(MICHAEL CONTINUES TAPPING INTO THE COMPUTER.)

(NIKITA IS SEEN CRAWLING ALONG THE OUTSIDE WALL OF A HOUSE. SHE DISMANTLES AN ALARM AND HOISTS HERSELF THROUGH A WINDOW. SHE QUIETLY PROCEDES UP THE STAIRS AND DOWN A HALL, COUNTING DOORS. AT THE FIFTH DOOR, SHE OPENS IT AND ENTERS.)

NIKITA: Michael, I'm in the room.

(MICHAEL IS HEARD VIA COM LINK)

MICHAEL: What?! You're ahead of schedule. Did you hear a clear from recon?

NIKITA: What clear?

(THERE IS A LONG PAUSE WHILE NIKITA FREEZES IN POSITION. THEN WE RETURN TO MICHAEL AT THE COMPUTER. NIKITA AND BIRKHOFF ARE HEARD OVER HIS COM LINK.)

MICHAEL: Birkhoff, check on the recons. Make sure we haven't lost anyone. Nikita, you moved too fast. Natrosian should be on his way up there. Recon was supposed to tell you when the room was clear. Stay sharp! Find a place to hide.

BIRKHOFF: Recon 2 doesn't respond.

MICHAEL: Recon 3, cover and report. Recon 1, tighten your perimeter. Recon 4, hold your position.

RECON 3: Yes sir.

NIKITA: Michael???

MICHAEL: What is it, Nikita?

NIKITA: I hear someone coming.

MICHAEL: Hide. NOW, Nikita. Everyone in the house, maintain silence. Birkhoff, take the com. Nikita??

(MICHAEL LISTENS TO TOTAL SILENCE. ON THE BACKGROUND SOUNDTRACK, MUSIC BEGINS TO PLAY. IT IS "EMPTY BOX" BY MORPHINE ON "LIKE SWIMMING".)

"I tore open the package.
It was an empty box,
no meaning to me,
just an empty box."

(OVER THE COM LINK MICHAEL HEARS TO THE VOICES OF 3 MEN AS THEY ENTER THE ROOM ABOVE, ONE OF THEM NATROSIAN. THEY ARE OBVIOUSLY VERY CLOSE TO NIKITA. MICHAEL MOVES QUICKLY TO THE DOOR, LOOKS BACK TO THE COMPUTER AS THOUGH SURPRISED TO FIND IT STILL THERE. HE QUICKLY RETURNS TO IT AND FINISHES HIS WORK AND SHUTS THE COMPUTER DOWN.)

"Sender was a woman
Sender was a woman.
She said she's sending me
Everything I never gave her before."

(MICHAEL MOVES BACK TO THE DOOR AND STANDS TENSELY POISED TO GO THROUGH INTO THE HOUSE TO BACK UP NIKITA IF NEEDED. THE COM LINK CONTINUES TO SEND ONLY THE CONVERSATION OF THE MEN ON THE FLOOR ABOVE.)

"She said, 'Fill it up,
and send it back.
So I sent her back
an empty box.
A big mistake."

(WE SEE BIRKHOFF IN THE VAN AT MOBILE COM. EVERYONE ELSE IS ON COM LINK.)

RECON 3: I've found Recon 2. Injured. One of Natrosian's is dead.

BIRKHOFF: Does it look like anyone is aware?

RECON 3: No. Looks like Recon 2 took out the bad guy.

BIRKHOFF: Bring them both back to the van. Natrosian may not miss him for a while.

RECON 3: Roger.

(MICHAEL IS STILL WAITING TENSELY BY THE DOOR, LISTENING TO THE VOICES OF THE MEN STARTING TO FADE FROM THE COM LINK AS THEY LEAVE THE ROOM ABOVE. HOWEVER, WE CAN NOW HEAR THEIR VOICES COMING DOWN THE STAIRS THROUGH THE DOOR.)

"Sent back an empty box
Half in the shadows,
Half in the husky moonlight,
and half insane.
Just a sound..."

MICHAEL: Nikita??

(THE VOICES OF THE MEN ARE IN THE HALL AND COMING CLOSER TO THE DOOR. THEY ARE OBVIOUSLY HEADED FOR MICHAEL'S LOCATION.)

NIKITA: OK, Michael. I'm clear. Planting them now.

(MICHAEL SPINS QUICKLY AND HEADS FOR THE DISARMED DOOR. LEAVES AND RESETS THE ALARM ONLY A FRACTION OF A SECOND BEFORE THE MEN ENTER THE ROOM. HE LEANS MOMENTARILY ON THE OUTER WALL OF THE HOUSE TO CATCH HIS BREATH.)

"I enter a valley so dark
that when I look back,
I can't see where I began.
I can't see my hands.
I don't even know
if my eyes are open."

NIKITA: Ok. Done. Meet you back at the van.

(MICHAEL HEADS OFF IN THE DARKNESS TOWARD THE VAN.)

"Then an empty box
came floatin' by.
An empty box,
and I crawled inside,
Half in the shadows,
Half in the husky moonlight,
and half insane
Just a sound in the night."

(THE MOBILE VAN HAS PULLED INTO SECTION. THEY ARE UNLOADING THE INJURED OPERATIVE AND THE BODY OF NATROSIAN'S DEAD GUARD. OPS IS WAITING FOR THEM. MICHAEL STOPS TO TALK WITH OPS. NIKITA IS RIGHT BEHIND HIM.)

OPS: You're late.

MICHAEL: It couldn't be avoided.

OPS: What happened?

MICHAEL: 100% insertion. Bugs planted. Computer tapped. We have control of his com links. He isn't aware. One of ours had to take out one of theirs. Our intel indicated Natrosian is having a big desertion problem. He'll probably assume the guard just walked.

OPS: He'd better. Anything else I should know?

MICHAEL: I can't think of anything.

(MICHAEL AND OPS STAND STARING AT ONE ANOTHER FOR A MOMENT. FINALLY, OPS TURNS AND LEAVES. AS NIKITA STEPS FORWARD TO STAND NEXT TO MICHAEL, THE SOUNDTRACK STARTS PLAYING " INSENSITIVE" BY JANN ARDEN ON "LIVING UNDER JUNE". MICHAEL TURNS TO FACE HER. HE REACHES OUT A HAND AND LIGHTLY, RATHER HESITANTLY, TOUCHES HER UPPER ARM. WHEN SHE DOESN'T REACT, HE LEAVES HIS HAND THERE, BARELY GRIPPING HER ARM.)

"How do you cool your lips
after a summer's kiss
how do you rid the sweat
after the body bliss..."

MICHAEL: Our timing was off.

NIKITA: Sorry about not waiting for recon.

MICHAEL: I should have made it clear. I assumed you'd know what I meant.

NIKITA: I just thought you'd know exactly how fast I was moving. Don't know why.

MICHAEL: You made a good recovery. We're out of practice working together. Your timing is OK. OURS is off. You'll be fine. You haven't forgotten anything.

(NIKITA LOOKS AT HIM FOR A MOMENT, AND ANSWERS DRYLY.)

NIKITA: Maybe you're just a better teacher than you realize.

(SHE BACKS AWAY FROM HIM A STEP, TURNS AND LEAVES. AS MICHAEL STANDS WATCHING HER GO, THE SOUNDTRACK CONTINUES.)

"Oh, I really should have known
by the time you drove me home
by the vagueness in your eyes
your casual good-byes
by the chill in your embrace
the expression on your face
that told me
you might have some advice to give
on how to be
insensitive."

V. Interlude

(OPS IS STANDING, PACING OCCASIONALLY ALONG THE SIDE OF THE CONFERENCE TABLE AS HE SPEAKS. MADELAINE IS AT THE FOOT OF THE TABLE. THE HEAD CHAIR, OPS', IS EMPTY. ALONG ONE SIDE OF THE TABLE SIT MICHAEL NEXT TO OPS' EMPTY CHAIR, BIRKHOFF, NIKITA, AND WALTER NEXT TO MADELAINE.)

OPS: Michael's contact has sent diagrams of Krymanovich's headquarters.

(OPS POINTS HIS REMOTE AND THE BLUE RIMMED VIEWSCREEN APPEARS IN MID-AIR OVER THE CONFERENCE TABLE. ON THE VIEWSCREEN IS THE DIAGRAM OF A BUILDING AND GROUNDS.)

OPS: There doesn't appear to be any way to penetrate his stronghold within a reasonable timeframe. We'll have to launch an assault as a diversionary. Birkhoff, run sims and find a way to minimize our losses. Everyone, there WILL be losses. Birkhoff will brief you on the details as soon as the sims are complete. We must, MUST, leave Krymanovich with the impression that the assault was a failure. He must NOT realize he's been tapped.

BIRKHOFF: Do we have anything on Nefar yet?

(OPS CLICKS THE REMOTE AGAIN AND THE PICTURE CHANGES TO THAT OF A DARK HAIRED WOMAN.)

OPS: We have photos of her from Michael's contact. She doesn't maintain a stronghold. We'll have to draw her into a meet. She keeps everything mobile. Runs her entire operation from a limo with mobile coms. It won't do any good to just take out one of her depots, I want HER.

(OPS CLICKS THE REMOTE AGAIN AND THE PICTURE REVERTS TO THE DIAGRAM.)

OPS: Right now, everyone should be focused on Krymanovich. If Michael sets up the taps right, we'll be able to intercept everything that goes on between Natrosian, Krymanovich and Nefar. Michael?

MICHAEL: We're fine with Natrosian. With Krymanovich's taps in place we should be able to intercept the traffic between all three of them. I'll set their meet schedules. Birkhoff is working up the faked communications.

OPS: OK, Michael. Assemble your team for take off in 6 hours to allow for maximal darkness. In the meantime, everyone review the headquarters plans with Birkhoff. And take some downtime.

(EVERYONE GETS UP FROM THE TABLE AND DEPARTS EXCEPT OPS, WHO SITS DOWN, AND MADELAINE. THEY SIT WAITING UNTIL EVERYONE LEAVES.)

MADELAINE: You realize we still don't know HOW he did it.

OPS: If he did it right, we'll never know. How did you know she'd come back?

MADELAINE: I knew.

OPS: That's how I knew he'd do it right.

MADELAINE: It was a risk. We could have lost them both, of course.

OPS: That would have been...(PAUSE)...unfortunate.

(NIKITA IS STANDING ALONE ON THE CATWALK OVERLOOKING THE HALL, HER HANDS RESTING ON THE BALCONY RAILING. SHE STANDS PERFECTLY STILL, THINKING, WAITING. THE SCENE SHIFTS TO MICHAEL'S OFFICE WHERE HE IS LOOKING OUT THE WINDOW AND SEES HER. HE WATCHES HER FOR A MOMENT AND LEAVES HIS OFFICE. THEN WE SEE HIM APPROACHING HER FROM BEHIND. HE WALKS UP SO CLOSE TO HER WE CAN SEE HIS BREATH MOVING HER HAIR. SHE DOES NOT TURN AROUND.)

MICHAEL: Nikita.

NIKITA: Hello, Michael.

MICHAEL: Relaxing?

NIKITA: Trying to.

MICHAEL: May I join you?

NIKITA: If you like.

(SHE LEANS ON THE BALCONY RAILING AND HE MOVES TO LEAN ON THE RAIL NEXT TO HER. HE PLACES HIMSELF SO THEIR SHOULDERS ARE TOUCHING. WHEN HE SPEAKS TO HER HE GAZES INTENTLY INTO HER EYES. SHE TURNS HER HEAD TO RETURN HIS LOOK.)

MICHAEL: I think Krymanovich is going to go down hard.

NIKITA: It sounds like it.

(MICHAEL MOVES HIS FACE CLOSER TO HERS.)

MICHAEL: Do you have any questions about the mission?

NIKITA: No.

(THERE IS A LONG SILENCE WITH THEM STARING AT ONE ANOTHER.)

MICHAEL: I think we'll work together more smoothly this time.

NIKITA: Yes.

(MICHAEL TURNS HIS FACE AND LOOKS OUTWARD. HE IS TROUBLED AND RUNNING OUT OF CONVERSATION. THE SOUNDTRACK BEGINS PLAYING "CRIMINAL" BY FIONNA APPLE ON "TIDAL" )

"I've been a bad bad girl
I've been careless with a delicate man
And it's a sad sad world
When a girl will break a boy
Just because she can."

(MICHAEL TAKES A DEEP BREATH, TURNS BACK TO LOOK AT NIKITA. RUNNING HIS THUMB ALONG THE BACK OF HER HAND, HE WHISPERS.)

MICHAEL: I missed you, Nikita.

"What I need is a good defense
'Cause I'm feelin' like a criminal
And I need to be redeemed
To the one I've sinned against
Because he's all I ever knew of love."

(THERE IS A LONG PAUSE AS NIKITA ASSESSES MICHAEL.)

NIKITA: Gooood. Verrry good, Michael.

(MICHAEL LOOKS TAKEN BACK. NIKITA TURNS AND LEAVES. WE SEE HER FROM THE FRONT AS SHE DEPARTS WITH MICHAEL IN THE BACKGROUND WATCHING HER LEAVE.)

"Let me know the way
Before there's hell to pay
Give me room to lay the law and let me go
I've got to make a play
To make my lover stay
So what would an angel say
The devil wants to know."

(NIKITA IS BITING HER LIP. SHE CLOSES HER EYES AND STOPS MOMENTARILY. WE SEE MICHAEL IN THE BACKGROUND REACT. HE STANDS UP, WAITING. THEN THE VIEW SWITCHES TO MICHAEL'S PERSPECTIVE AND WE SEE NIKITA FROM THE BACK. SHE STARTS WALKING AGAIN, AND DEPARTS THE AREA, LEAVING MICHAEL STANDING ALONE ON THE CATWALK.)

"What I need is a good defense
'Cause I'm feelin' like a criminal
And I need to be redeemed
To the one I've sinned against
Because he's all I ever knew of love."

VI. Progress

(A MOBILE VAN AND A TROOP TRUCK PARK AMONG THE BOULDERS. THE DOORS OPEN ON THE VAN AND MICHAEL, NIKITA AND A HALF DOZEN OPERATIVES EXIT. COLD OPS COME POURING OUT OF THE BACK OF THE TRUCK. WE ARE SEEING A SMALL, ELITE UNIT, HEAVILY ARMED. THEY ALL CARRY AUTOMATIC WEAPONS. SOME HAVE SHOULDER-MOUNTED ROCKET LAUNCHERS. GRENADES DANGLE FROM THEIR BELTS. EVERYONE'S FACE IS EXTREMELY SERIOUS. THERE IS NO TALKING. MICHAEL MOTIONS HAND INSTRUCTIONS TO THE FIELD COMMANDERS. THEY NOD AND EVERYONE BEGINS FILTERING THROUGH THE DARK IN VARIOUS DIRECTIONS. MICHAEL AND NIKITA FOLLOW. THEY WALK SIDE BY SIDE FOR A WAYS, THEN STOP. MICHAEL AGAIN MAKES A MOTION FOR NIKITA TO HEAD LEFT. SHE NODS AND DOES SO. THEY ARE COMPLETELY SILENT. THEY BOTH MOVE FORWARD, APPROACHING KRYMANOVICH'S HEADQUARTERS FROM ONE SIDE. NEAR THE BULDING, AND BEHIND BOULDERS, THEY SIMULTANEOUSLY STOP AND DROP DOWN. WE CAN SEE THE BUILDING, A VERY LARGE, SQUAT CONCRETE 2 STORY BUILDING, HUNKERING IN A CLEARING AMONG THE BOULDERS NATURAL TO THE ROCKY BARREN AREA.)

MICHAEL: Is everyone in position?

(VIA COMLINK WE HEAR 8 DIFFERENT UNITS REPORT IN.)

UNIT 1: Unit 1 in place.

UNIT 4: Unit 4 here.

UNIT 2: Unit 2 in position.

UNIT 3: Unit 3 on mark.

UNIT 7: Unit 7 we're on.

UNIT 6: Unit 6 OK, Mike.

UNIT 8: Unit 8 in position.

MICHAEL: Unit 5, where are you?

UNIT 5: Sorry. Caught a straggler returning to camp late. We're on mark now.

MICHAEL: All units, begin assault. Make it look good.

(THE NIGHT ERUPTS. BLAZES OF SIGNAL FLARES SHOOT INTO THE SKY. AUTOMATIC WEAPONS FIRE SEEMS TO BE COMING FROM EVERY DIRECTION, ALL OF IT AIMED TOWARD THE HEADQUARTERS. WE HEAR THE SIZZLE OF ROCKETS GOING OFF FOLLOWED BY CRUSHING EXPLOSIONS. THE ATTACK BY ONE UNIT SOUNDS LIKE AN ENTIRE ARMY RUNNING A FULL ASSAULT. SUDDENLY NIGHT IS DAY, AND DAY IS HELL.)

NIKITA: Well, they're awake now.

(AS IF IN RESPONSE TO NIKITA'S COMMENT, AUTOMATIC WEAPONS FIRE STARTS BEING RETURNED BY THE HEADQUARTERS. IT IS RAPIDLY JOINED BY MORTAR FIRE FROM LOCATIONS ON EVERY SIDE OF THE BUILDING. FLARES EXPLODE OVER SECTION'S POSITIONS AND WE CAN SEE OPERATIVES FIRING ON KRYMANOVICH. THEY TAKE COVER AND CONTINUE FIRING. THE NOISE LEVEL IS DEAFENING. THE LIGHTS IN THE SKY ARE BLINDING. THIS HAS BECOME A FULL SCALE BATTLE, THUS FAR BALANCED, BUT SECTION NO LONGER HAS THE EDGE.)

NIKITA: Michael, do you see an opening?

MICHAEL: Just to your right. Dark spot. That's a cellar window. There should be an exit from it onto an interior hall near our objective. Let's go.

(THEY RUN FORWARD TOWARD THE BUILDING, STAYING CROUCHED, CLINGING TO THE FEW STARK SHADOWS ALLOWED BY THE OVERHEAD FLARES. THE BATTLE CONTINUES ALL AROUND THEM. THEY MEET AT A VERY SMALL DARK AREA NEXT TO THE BUILDING. IT IS NOT REALLY LARGE ENOUGH FOR THEM BOTH. MICHAELTAKES OUT A LASER CUTTER AND RAPIDLY BEGINS SLICING THROUGH THE BARS. AS SOON AS HE FINISHES CUTTING THE BARS THEY BOTH QUICKLY DROP THROUGH THE WINDOW AND INTO A DARKENED BASEMENT ROOM. MICHAEL AND NIKITA BOTH SHINE MINIATURE TORCHES AROUND THE AREA, CHECKING IT OUT. IT IS A WINE CELLAR, WELL STOCKED. UPSTAIRS THERE IS THE COMMOTION OF A LARGE GROUP UNDER ATTACK. THEY TURN OFF THEIR TORCHES AND CREEP UP THE STAIRS TO THE DOOR, MICHAEL IN FRONT. HE WAITS, LISTENING AT THE DOOR. THEN HE ATTACHES A SILENCER TO HIS GUN. NIKITA DOES THE SAME.)

MICHAEL: We're not going to get a clear hall. We'll have to clear it ourselves.

NIKITA: I'm ready.

(MICHAEL SLAMS THE DOOR OPEN AND THEY BOTH BURST THROUGH, DROPPING AND ROLLING, ONE TO THE LEFT, THE OTHER TO THE RIGHT, FIRING AS THEY FALL. THREE OF KRYMANOVICH'S MEN WERE IN THE HALL. THEY ARE ALL DEAD BEFORE THEY HIT THE FLOOR. THE NOISE OF THE BATTLE AROUND THEM CONTINUES.)

MICHAEL: Hide the bodies, quickly.

(MICHAEL AND NIKITA DRAG THE BODIES TO THE BASEMENT DOOR AND DUMP THEM ON THE LANDING.)

MICHAEL: Go for the communications closet. I'll take the computer room.

NIKITA: Right. I'm gone.

(NIKITA TAKES OFF DOWN THE HALL AND OPENS THE COMMUNICATIONS CLOSET. WIRING RACKS COVER THE WALL. SHE PULLS EQUIPMENT OFF HER TOOL BELT AND BEGINS WORK, TAPPING THE LINES.)

NIKITA: I'm in place. Hey, these guys are really pro. Everything's tagged. This is going to be a piece of cake.

(MICHAEL APPEARS THROUGH THE DOOR OF A COMPUTER ROOM. THERE IS NO ONE THERE, BUT THERE ARE SIGNS OF A RAPID EXIT. A COFFEE CUP IS TIPPED OVER AND COFFEE SPILLED ON THE FLOOR AT WHAT APPEARS TO BE THE CONTROL CONSOLE. THERE ARE SOME PAPERS ON THE FLOOR. MICHAEL WALKS QUICKLY TO THE COMPUTER, INSERTS A CD, ATTACHES A CELL ROUTER AND BEGINS WORK.)

MICHAEL: Same here, Nikita. Very clear. Birkhoff, are you receiving?

(VIA COM LINK WE CAN HEAR SECTION.)

BIRKHOFF: Yes, Michael. Take me into the com links.

MICHAEL: I'm there. Download your command files.

BIRKHOFF: Downloading now. I can hear the fight in the background. How big an army did you take with you?

MICHAEL: Big enough to hold them a little longer. There's more fire power here than we anticipated.

OPS: How much more? Can we handle it?

MICHAEL: We'll have to.

BIRKHOFF: Done, Michael. Get out of there.

(MICHAEL DISCONNECTS THE ROUTER, REMOVES THE CD, AND RETURNS THE CONSOLE TO ITS ORIGINAL STATE, SPILLED COFFEE AND ALL. HE LEAVES THE ROOM QUICKLY.)

MICHAEL: I'm on my way out. We'll cover our tracks as we go.

OPS: What tracks?

(MICHAEL DOES NOT RESPOND.)

(THE SOUNDTRACK BEGINS TO PLAY "SWING IT LOW" BY MORPHINE ON "LIKE SWIMMING.)

"I'm on time, fresh, fast,
I'm a sweetheart
I'll watch your back..."

(WE SEE NIKITA'S BACK AS SHE IS KNEELING IN THE COMMUNICATIONS CLOSET, JUST FINISHING HER WORK. SUDDENLY ONE OF KRYMANOVICH'S MEN FALLS DEAD ONTO HER. SHE WHIPS AROUND, TOSSING THE BODY AND DRAWING HER GUN. MICHAEL IS STANDING IN THE HALL, SILENCED GUN STILL POINTED TO WHERE THE MAN HAD BEEN SNEAKING UP BEHIND NIKITA. NIKITA PULLS THE BODY OUT OF THE WAY AND CLOSES THE CLOSET DOOR.)

NIKITA: How do we stage this? It has to look like we didn't make it into the building far enough to do any damage.

MICHAEL: We've got 2 big blood spots in the hall. We'll have to leave two bodies by them. One on the stairs and one in the basement.

"Right or wrong,
to me its the same thing
You, especially you..."

(NIKITA PLACES THE DEAD MAN REALISTICALLY NEAR ONE OF THE BLOOD SPOTS AS MICHAEL BRINGS ANOTHER ONE UP FROM THE LANDING TO PLACE IN THE HALL. THEN THEY GO THE THE BASEMENT STAIRS AND POSITION THE OTHER BODIES. THEY STAND BACK AND LOOK AT THE ARRANGEMENT.)

MICHAEL: What do you think?

NIKITA: Looks convincing. Nothing too near the comm closet or computer room. Now what? A whole lot of noise?

MICHAEL: Yes. But it has to start upstairs and work its way back down as though they stopped us and drove us back. Leave now. I'll take care of it.

"You have my loyalty
You in wartime, love, peace,
I need to walk you down the street..."

(MICHAEL REMOVES THE SILENCER FROM HIS GUN AND CHAMBERS A FRESH CLIP. HE GOES UP THE STAIRS AND ALMOST IMMEDIATELY THERE IS THE SOUND OF GUNFIRE FROM THE HALL. NIKITA, IN THE BASEMENT HAS ALSO REMOVED HER SILENCER AND CHAMBERED A FRESH CLIP. MICHAEL COMES BACKWARD DOWN THE STAIRS STILL FIRING AT NOTHING AS NIKITA SCRAMBLES OUT THE WINDOW. SHE DOESN'T LEAVE BUT WAITS AT THE WINDOW. MICHAEL FOLLOWS HER QUICKLY. AS HE IS HOISTING HIMSELF OUT, KRYMANOVICH'S MEN COME RACING DOWN THE CELLAR STAIRS. NIKITA FIRES AROUND MICHAEL, TAKING DOWN 2 MORE OF KRYMANOVICH'S MEN AS HE PULLS HIMSELF THROUGH THE WINDOW.)

"I'm right here,
I'll watch your back
In case the wind blows off your hat..."

(AS SOON A MICHAEL IS CLEAR OF THE WINDOW, HE AND NIKITA RUN FOR THE SHELTER OF THE BOULDERS. WE CAN SEE GUNFIRE HITTING NEAR THEM, KICKING UP PUFFS OF DIRT. COVERED BY THE BOULDERS MICHAEL AND NIKITA CROUCH TOGETHER. THEY BOTH TAKE DEEP BREATHS AND LOOK RELIEVED AT BEING OUT OF THE BUILDING.)

"You - you're on time
your eyes are like a diamond mine
Deep and bright inside..."

MICHAEL: We're clear. Give us cover fire.

UNDESIGNATED UNIT: What the hell do you think this is? Fireworks?

(NIKITA GRINS. SO DOES MICHAEL.)

NIKITA: I think they're trying to tell us something.

MICHAEL: Guess its not going to get any better. Run for it.

(NIKITA AND MICHAEL RACE OUT FROM BEHIND THE BOULDERS, JUMPING FROM SHADOW TO SHADOW, HEADED BACK TO THE VAN.)

MICHAEL: All units, start to fall back.

(BACK AT THE STAGING AREA, EVERYONE IS TUMBLING INTO THE TRUCK AND VAN. SEVERAL ARE WOUNDED. TWO ARE DEAD. THEY TAKE THE BODIES AND THE WOUNDED WITH THEM.)

MOBILE 2: All clear in the truck.

MICHAEL: All clear in com. Go! Go!

"I got buttons bursting in the air
Ideas run fingers through my hair -"

(THE VEHICLES PEEL OFF. INSIDE MOBILE COM, EVERYONE LEANS BACK, SOME WOUNDED, ALL EXHAUSTED. NIKITA IS STANDING NEXT TO MICHAEL. SHE REACHES OUT AND LOOPS A FINGER THROUGH TWO BULLET HOLES IN HIS SLEEVE, LEAVING HER HAND HANGING THERE.)

NIKITA: Air-conditioned.

MICHAEL: You, too.

(HE REACHES OUT AND TOUCHES A LONG BULLET TEAR IN THE SHOULDER OF HER VEST, LEAVING HIS HAND THERE ON HER SHOULDER.)

"Swing it low
Swing it low
Swing it low"

VII. Escalation

(WE ARE AT BIRKHOFF'S COMPUTER STATION. OPS AND MICHAEL ARE LEANING OVER BIRKHOFF. THEY ARE ALL WATCHING HIS MONITOR. NIKITA AND MADELAINE ARE IN THE BACKGROUND WATCHING THE WATCHERS.)

BIRKHOFF: It looks like they're buying off on it. Hard keeping up with the cross talk.

OPS: Well, keep up. We can't let this one get away from us.

BIRKHOFF: Natrosian's OK with the new meet schedule. Not too bright, is he?

MICHAEL: What about Nefar?

BIRKHOFF: No response.

OPS: I don't like that.

MICHAEL: Not good. Not bad. She's thinking about it.

OPS: Krymanovich?

BIRKHOFF: He keeps asking questions.

OPS: Keep answering them.

(CLOSE UP NOW OF MADELAINE AND NIKITA.)

MADELAINE: Michael knows Nefar, doesn't he?

NIKITA: You're asking me? I just got here, remember?

(MADELAINE SMILES.)

MADELAINE: But you know Michael.

NIKITA: No one knows Michael.

MADELAINE: I don't think he recognized the name 'Nefar'. I could have sworn he was surprised when he saw her picture the first time.

NIKITA: Can't help you, Madelaine. I have no idea.

MADELAINE: Would you help if you could, Nikita?

(NIKITA DOES NOT RESPOND. WE RETURN TO THE GROUP AT BIRKHOFF'S CONSOLE WITH MADELAINE AND NIKITA IN THE BACKGROUND. THEY ARE STILL WATCHING THE MONITOR. OPS LOOKS ALMOST CHEERFUL.)

OPS: That's more like it!

BIRKHOFF: Yep. We got him. Krymanovich is definitely on board.

MICHAEL: What about Nefar?

(OPS LOOKS AT MICHAEL WITH A SLOWLY DEVELOPING FROWN.)

OPS: That's the second time you asked the same question.

(MICHAEL DOES NOT RESPOND.)

OPS: Answer me.

MICHAEL: You didn't ask a question. (RELENTING.) Yes, if she doesn't buy off on the meeting, no one else matters.

BIRKHOFF: Uh, excuse me, I'm trying to concentrate here. There are a lot of intercepts to catch.

(OPS NODS MICHAEL OFF TO ONE SIDE. AS THEY BOTH START TO MOVE AWAY BIRKHOFF STOPS THEM.)

BIRKHOFF: Hold it! Here's Nefar coming back. OK. She's in.

(OPS EYES SPARKLE.)

OPS: All right. Close quarter standby, everyone. Michael, assemble your teams.

(OPS LEAVES. MICHAEL STANDS THERE FROWNING. MADELAINE FALLS INTO STEP WITH OPS AND THEY BOTH DEPART THE AREA. NIKITA STEPS FORWARD TO JOIN MICHAEL AND BIRKHOFF.)

NIKITA: What's wrong, Michael?

MICHAEL: That was too easy.

NIKITA: You DO know Nefar, don't you?

MICHAEL: We've met. Why?

NIKITA: Madelaine was trying to grill me about it.

MICHAEL: Figures.

NIKITA: What's she like?

MICHAEL: Too paranoid to fall for this so quickly. I expected it to be drawn out longer. Proofs required. Something.

(BIRKHOFF HAS BEEN EAVESDROPPING QUIETLY WHILE MONITORING THE NETWORKS.)

BIRKHOFF: Should we tell Ops?

MICHAEL: (CONSIDERING) It doesn't matter. The meet is on. We can't change it at this point. We'd lose the whole game. Tell him or not, as you like.

NIKITA: So what do we do, Michael?

MICHAEL: Be prepared for anything. I'm going to change the way our perimeter is laid out and beef up the crew. Nikita, go talk to Walter for me. See if there is anything he might have that could give us an edge.

NIKITA: Sure. But why don't you talk to Walter?

(MICHAEL DROPS HIS HEAD FRACTIONALLY AND LOOKS SLIGHTLY AWAY, NOT ANSWERING. MICHAEL TURNS TO LEAVE AND GO TO HIS OFFICE.)

BIRKHOFF: Michael.

(MICHAEL STOPS AND TURNS BACK TO BIRKHOFF.)

MICHAEL: Yes?

BIRKHOFF: (LONG PAUSE) Nothing. (PAUSE) I just...uh...wanted to say...well...

(BIRKHOFF STUMBLES TO A HALT, BUT CLEARLY HAD SOMETHING HE WANTED TO SAY.)

MICHAEL: It's OK.

(BIRKHOFF NODS. MICHAEL LEAVES. NIKITA IS AMAZED AT THE ENTIRE EXCHANGE. SHE MOUTHS "WOW" BEHIND BIRKHOFF'S BACK TO HERSELF.)

NIKITA: Catch you later, Semour. I have to corner Walter.

BIRKHOFF: (RECOVERING) He'll more likely corner you.

NIKITA: In his dreams.

(THEY BOTH LAUGH AS NIKITA LEAVES AND HEADS TOWARD WALTER'S AREA.)

(THE SCENE HAS CHANGED. WE ARE NOW AT THE STAGING AREA. THERE IS A BUSTLE OF COLD OPS PREPARING TO LEAVE. BIRKHOFF AND MICHAEL ARE TALKING. NIKITA IS STRAPPING ON EQUIPMENT. OPS AND MADELAINE ARE STANDING, SOMEWHAT REMOVED FROM THE GROUP, TALKING WITH ONE ANOTHER. WALTER SHOWS UP CARRYING A LARGE BLACK BAG. HE SEEKS OUT MICHAEL AND WALKING UP NEXT TO HIM, SETS THE BAG DOWN CAREFULLY ON THE FLOOR.)

WALTER: Michael.

MICHAEL: (LOOKING UP) Yes.

WALTER: About ready to leave?

MICHAEL: Yes. Thank you for the extra equipment you gave Nikita. It should help.

WALTER: Sure. Look, I've got something I've been working on. It's experimental. I've been thinking about that limo of Nefar's. Everything I've seen about her so far makes me think that thing is going to be armed better than a tank.

MICHAEL: Depend on it.

(WALTER REACHES DOWN AND DRAWS A SMALL BRIGHT RED ROCKET OUT OF THE BAG.)

WALTER: Thought so. Now this doesn't come with a money back guarantee. But if it works it should have more punch than that AT-5 Spandrel that's in the works. A lot more than the AT-4 Spigot your guys are carting. I wouldn't depend on it instead of the AT-4, but if the AT-4 doesn't blow that sucker to smithereens, give it a try. OK?

MICHAEL: I'll give it to the op assigned. Anything special about it he should know?

WALTER: No. Tell him it should handle like the AT-4.

MICHAEL: Thank you, Walter.

WALTER: Yeah. Well....you know...

MICHAEL: It's OK.

(WALTER NODS AND LEAVES. OPS AND MADELAINE HAVE BEEN WATCHING THE EXCHANGE.)

OPS: Is it my imagination, or do we have a team again?

MADELAINE: It works better when all the pieces are in place.

OPS: It works better when all the pieces WORK.

MADELAINE: That too.

VIII. Climax

(WE ARE LOOKING DOWN ON A WALLED COMPOUND WITH A LARGE CENTER COURTYARD. SURROUNDING THE COURTYARD ARE A LARGE MAIN HOUSE WITH TILED ROOF, 2 SMALLER HOUSES, A LARGE BARN AND A FEW SMALLER MAINTENANCE BUILDINGS OF VARIED SIZES. THEY ARE ALL CONSTRUCTED OF A STUCCO TYPE MATERIAL. THE AREA SEEMS DRY AND VAGUELY MEDITERRANEAN IN NATURE BUT THE ARCHITECTURE SPEAKS TO A MORE SLAVIC INFLUENCE. ALTHOUGH THE GROUND IN THE COURTYARD ITSELF IS LEVEL, THE REST OF THE AREA WITHIN THE WALLS IS NOT, BUT FOLLOWS THE NATURAL CONTOURS OF THE REGION. WHERE ABRUPT CHANGE IN LEVEL OCCURS IT IS MINOR, AND SMALL RETAINER WALLS MADE OF THE NATIVE STONE APPEAR. THERE ARE MASSES OF THICK BUSHES IN SPOTS AROUND WALL ITSELF AND OCCASIONAL PILES OF ROCKS. IT IS EXTREMELY QUIET. THERE ARE A FEW CHICKENS PECKING IN THE DIRT OF THE COURTYARD. THERE IS A DIRT ROAD LEADING PAST THE MAIN GATE. WE CAN SEE DUST CLOUDS KICKED UP BY APPROACHING VEHICLES FROM BOTH DIRECTIONS. THERE ARE 3 VEHICLES IN ONE GROUP AND 2 IN THE OTHER. THEY PULL INTO THE COURTYARD, ONE GROUP PARKING TO ONE SIDE OF THE BARN, THE OTHER GROUP PARKING ON THE OPPOSITE SIDE. MEN SLOWLY EMERGE FROM THE VEHICLES. EVERYONE IS WELL ARMED WITH AUTOMATIC WEAPONS AND PISTOLS. THEY STAND SOME DISTANCE APART IN THE COURTYARD EYEING ONE ANOTHER. THERE IS NO CONVERSATION BETWEEN THE GROUPS. WE CAN HEAR COMLINK CONVERSATION FROM SECTION.)

MICHAEL: Natrosian and Krymanovich are in position. No sign of Nefar down here.

PERIMETER 2 TEAM: We have foot movement.

MICHAEL: Acknowledge. Let them past you. Stay out of sight.

PERIMETER 1 TEAM: We don't have visual.

MICHAEL: Hold your position. They'll be coming up behind you.

PERIMETER 2 TEAM: They're passing through our lines, Perimeter 1, headed your way.

PERIMETER 1 TEAM: We have visual now.

MICHAEL: We want them between you, Perimeters 1 & 2. Perimeter 1 stay in tight.

PERIMETER 1 TEAM: They're settling into the area we left open for them. Wait!! We have 3 moving forward.

MICHAEL: Let them go.

PERIMETER 1 TEAM: Yessir. OK . Those 3 have taken positions about 1/2 way between us and the gate.

MICHAEL: Everyone hold position. We should have Nefar coming in now.

PERIMETER 2 TEAM: We have visual on Nefar. 3 black Marias and a Mercedes stretch limo.

(WE CAN NOW SEE ANOTHER DUST CLOUD COMING DOWN THE ROAD TOWARD THE COMPOUND. THE CLOUD SEEMS TO SPLIT, THEN WE SEE THAT 2 OF THE CARS HAVE MOVED OUT AHEAD, LEAVING THE LIMO AND ONE CAR BEHIND IT BACK A WAYS. THE 2 CARS IN FRONT APPROACH THE GATE AND PULL THROUGH, PARKING TO THE LEFT OF THE MAIN HOUSE. MEN AND WOMEN, ARMED WITH AUTOMATICS SLOWLY AND CAUTIOUSLY EMERGE FROM THE CARS. THEY MAKE A SWEEP OF THE COURTYARD, SPEAKING TO THE TWO GROUPS AS THEY PASS THEM. A FEW MEMBERS OF EACH GROUP SPLIT UP AND MAKE A CURSORY INSPECTION OF THE BARN AND MAIN HOUSE. WHEN THEY ALL RETURN TO THE CENTER COURTYARD, WE CAN SEE ONE OF THE MEN FROM NEFAR'S GROUP SPEAKING INTO A CELL PHONE. THE LIMO PROCEEDS SLOWLY TO THE MAIN GATE AND PARKS 1/2 WAY THROUGH IT. FINALLY WE ARE SEEING MICHAEL AND NIKITA FROM THE BACK. THEY ARE LOOKING OUT THROUGH THICK BUSHES AND ARE PRESSED BACK AGAINST THE COMPOUND WALL.)

MICHAEL: (UNDER HIS BREATH) Come on in.

NIKITA: What's she waiting for?

(MICHAEL JUST SHAKES HIS HEAD. FINALLY THE LIMO PULLS INTO THE COURTYARD AND SITS JUST INSIDE THE GATE. THE LAST MARIA REMAINS PARKED OUTSIDE THE GATE.)

MICHAEL: OK, everyone. That's going to be the final position. Get ready. Perimeter teams, assume you have Nefar on both sides of you and friendly fire too.

PERIMETER 2 TEAM: They are between us and Perimeter 1, Sir.

MICHAEL: Repeat. Assume you have Nefar on both sides. Do you understand?

PERIMETER 2 TEAM. Yessir.

(MICHAEL REACHES OVER AND PLACES HIS HAND ON NIKITA'S SHOULDER. THEY CONTINUE WAITING. AT LAST THE FRONT RIGHT HAND DOOR OF THE LIMO OPENS AND A BODYGUARD GETS OUT, LOOKS AROUND, AND OPENS THE REAR DOOR. A TALL WOMAN IN A BLACK SILK PANTSUIT STRAIGHT FROM A PARIS SHOWROOM STEPS OUT. SHE HAS WAIST LENGTH STRAIGHT BLACK HAIR; HER COLORING IS DEEPLY BURNISHED GOLD. SHE IS AN EXOTIC TOUCH AMID THE DRAB SURROUNDINGS. SHE STANDS PERFECTLY STILL AND LOOKS AROUND HER TAKING EVERYTHING IN. SHE NODS TO THE OTHER GROUPS PRESENT. FINALLY SHE STROLLS WITH FELINE GRACE TOWARD THE CENTER OF THE COURTYARD. ONE MAN FROM EACH GROUP BREAKS AWAY TO JOIN HER. THE THREE MEET IN THE CENTER. NEFAR, KRYMANOVICH, AND NATROSIAN ARE TOGETHER AT LAST.)

MICHAEL: Now!!

(SUDDENLY OPS BREAK COVER FROM BUSHES, BUILDINGS, CAMOUFLAGED FAKE ROCK PILES, THE HAY LOFT. THE AREA IS WRITHING WITH ACTIVITY AND SPLINTERED WITH GUNFIRE. THE HILLS AROUND THE AREA ERUPT WITH GUNFIRE. THERE ARE TWO FIGHTS GOING ON, ONE OUTSIDE THE GATES, THE OTHER TRAPPED WITHIN THE WALL'S CONFINES. NEFAR SPRINTS FOR THE LIMO AND MAKES IT, TAKING COVER. SHE IS IMMEDIATELY SURROUNDED BY BODYGUARDS. NATROSIAN STARTS TOWARD HIS PEOPLE BUT IS CUT DOWN PART WAY THERE. KRYMANOVICH'S MEN COVER HIM AND HE MAKES IT ACROSS TO HIS CARS, BUT THEY ARE PINNED DOWN. NEFAR AND HER GUARDS TAKE POSITIONS BEHIND THEIR MARIAS AND THE LIMO. BULLETS RICOCHET OFF THE LIMO. THE CENTER COURTYARD IS NOW CLEAR OF PEOPLE EXCEPT FOR A FEW BODIES.)

PERIMETER TEAM 2: We have fire from behind!

MICHAEL: Take care of it.

(MICHAEL AND NIKITA BREAK COVER AND PROVIDE FIRE FROM THEIR POSITION. ACROSS THE COMPOUND WE CAN SEE NEFAR LOOK UP AND SPOT MICHAEL. SHE AND MICHAEL STARE AT ONE ANOTHER ACROSS THE DISTANCE BETWEEN THEM. NEFAR'S SCOWL TURNS HER FACE TO A MASK OF PURE HATRED, AND SHE AIMS DIRECTLY AT MICHAEL. MICHAEL FIRES FIRST, BUT NEFAR'S BODYGUARD BLOCKS HIS SHOT AND FALLS DEAD.)

MICHAEL: All compound units, start closing in.

(NEFAR JUMPS INTO THE REAR OF THE LIMO AS THE DRIVER AND A GUARD JUMP INTO THE FRONT. THE LIMO DRIVER CRANKS THE WHEEL TIGHT, STOMPS THE BRAKE, AND SIMULTANEOUSLY ACCELERATES. THE HUGE VEHICLE SPINS A PERFECT DONUT IN THE COURTYARD AND HEADS TOWARD THE GATE.)

MICHAEL: Stop the limo!

(AN OP STEPS OUT OF COVER NEAR THE GATE AND AIMS AN ANTI-TANK MISSILE STRAIGHT INTO THE LIMO'S GRILL. THE LIMO SWERVES, BUT ABSORBS THE SHOCK. THE OP IS SHOT BY ONE OF NEFAR'S GUARDS. THE LIMO HAS REACHED THE GATE. ANOTHER OP STEPS OUT OF HIDING AND FIRES ANOTHER MISSILE INTO THE LIMO'S SIDE AS IT PASSES HIM. THE LIMO SWERVES ENOUGH TO SLAM INTO GATE BUT THE GATE RIPS CLEAR AND THE LIMO CONTINUES ON THROUGH. THE OP REACHES INTO HIS AMMO SATCHEL AND ARMS A RED MISSILE. HE FIRES AT THE REAR OF THE LIMO AS IT DEPARTS. THERE IS A SIZZLE, A SHUDDER, THEN A MASSIVE EXPLOSION AS THE LIMO BLOWS UP OUTSIDE THE GATE. SOME OF KRYMANOVICH'S MEN ARE GETTING INTO THEIR CARS PREPARING TO RUN BUT SEE THE GATE IS NOW BLOCKED BY THE FLAMING REMAINS OF THE LIMO. REALIZING THEY ARE NOW TRAPPED, THEY TURN AND IF POSSIBLE THE BATTLE WITHIN THE COMPOUND BECOMES MORE FURIOUS. THE BATTLE, IN FACT BEGINS TO TILT WITH OPS STARTING TO FALL BACK UNDER HEAVY FIRE.)

MICHAEL: Everyone hold your positions! Now, Nikita.

(NIKITA AND MICHAEL START RUNNING TOWARD THE COURTYARD FIRING UZIS AS THEY GO. THEY ARE RUNNING FULL SPEED, THEIR STEPS ARE PERFECTLY SYNCHRONIZED. THEY REACH A SMALL RETAINER WALL AND LEAP OVER IT TOGETHER. AS THEY REACH MID-AIR, THE ACTION BECOMES SHOT IN SLOW MOTION AND REMAINS THAT WAY UNTIL OTHERWISE INDICATED. THE CAMERA REMAINS ON MICHAEL AND NIKITA WITH THE REST OF THE FIGHT BECOMING PERIPHERAL. THIS IS A BALLET OF VIOLENCE, A PAS DE DEUX BY MICHAEL AND NIKITA. THE SOUNDTRACK BEGINS PLAYING "I WOULD DIE FOR YOU" BY JANN ARDEN ON "TIME FOR MERCY".)

"I've never seen this kind of love
The kind that won't walk away
And then leave you in the dark."

(THEY LAND, STILL FIRING, AND ROLL, ONE TO THE LEFT, THE OTHER TO THE RIGHT. THEY LAY FLAT, FIRING AHEAD OF THEM. GUNSHOTS SPLATTER DIRT AROUND THEM. THEY RAISE TO A CROUCH AS ONE, FIRING OUTWARD.)

"I would die for you.
I would die for you.
I would die for you."

(GUNSHOTS COME FROM ABOVE MICHAEL AS SOMEONE FIRES FROM THE BARN LOFT. THEY COME FROM ABOVE NIKITA WHERE SOMEONE HAS REACHED THE 2ND FLOOR OF THE HOUSE. TOGETHER THEY TURN TO FACE INWARD, MICHAEL FIRING ABOVE NIKITA'S HEAD AT THE UPPER WINDOWS, NIKITA FIRING INTO THE LOFT ABOVE MICHAEL.)

"I've never kissed a sweeter mouth
I've never been swept away
It's what dreams are made up of"

(THEY RISE TO THEIR FEET, STILL FIRING AND START TOWARD THE CENTER OF THE COURTYARD. NEAR THE CENTER, THEY RUN OUT OF AMMUNITION AND DROP THEIR UZIS, PULLING OUT THEIR AUTOMATICS.)

"Don't you know I could not survive
Without you in my life"

(THEY MEET IN THE CENTER OF COURTYARD. NIKITA DROPS TO ONE KNEE, ABOUT A 1/4 TURN FROM FACING MICHAEL, MICHAEL FIRING OVER HER HEAD. SHE PLACES HER LEFT PALM AGAINST HIS RIGHT THIGH AND FIRES PAST HIS LEFT SIDE AT THE ENEMY BEHIND HIM.)

"I would die for you.
I would die for you.
I would die for you."

(MICHAEL LAYS HIS LEFT HAND ON NIKITA'S HEAD, CONTINUING TO FIRE AT THE MEN IN THE HOUSE. MICHAEL'S CLIP EMPTIES, AND NIKITA SWINGS AROUND FIRING BEHIND HER, THEN BACK AGAIN, THEN BEHIND HER WHILE MICHAEL CHAMBERS A CLIP.)

"I've never seen this kind of love
The kind that won't slip away"

(MICHAEL RESUMES FIRING AS NIKITA'S PISTOL RUNS EMPTY. WHILE SHE RELOADS HE MIMICS HER FORMER ACTIONS, TURNING, FIRING, TURNING BACK, FIRING AGAIN. NIKITA'S CLIP IS CHAMBERED AND THEY RETURN TO THEIR FORMER POSITIONS, LOCKED TOGETHER.)

"Yes I'm soaring thru your heart
Don't you know I could not survive
Without you in my life"

(THE BATTLE WINDS DOWN. THE SHOTS CEASE. THE ENEMY BEGIN THROWING DOWN THEIR WEAPONS. NIKITA LEANS HER HEAD FORWARD, RESTING IT AGAINST MICHAEL. HE BOWS HIS HEAD, LOOKING DOWN AT HER. HE STROKES HER HAIR. THE CAMERA RETURNS TO NORMAL MOTION AND THE ACTIVITY AROUND CONTINUES IN MOP UP ACTIONS WHILE THEY STAY THERE, UNMOVING, A TABLEAU OF SILENT UNITY IN THE MIDST OF CHAOS.)

"I would die for you.
I would die for you.
I would die for you."

IX. Epilogue

(MADELAINE IS SITTING AT THE DESK IN HER OFFICE, WORKING ON HER COMPUTER. THE DOOR OPENS AND OPS ENTERS, WEARING HIS OVERCOAT, AND CARRYING HERS. MADELAINE LOOKS UP.)

OPS: I owe you a dinner.

MADELAINE: (BRIGHTLY) You certainly do.

(SHE SHUTS OFF HER COMPUTER, STANDS AND WALKS AROUND THE DESK TO OPS.)

OPS: Where would you like to go?

MADELAINE: Somewhere...(SHE PAUSES AND SMILES HER SWEET SMILE) ...expensive.

(OPS IS LAUGHING AS HE HELPS HER INTO HER COAT. HE OFFERS HER HIS ARM. SHE TAKES IT, AND THEY EXIT.)

************

(NIKITA IS BACK IN HER APARTMENT. WE HEAR A FAMILIAR KNOCK AT THE DOOR. SHE GOES TO THE DOOR AND CHECKS THROUGH THE PEEPHOLE. SHE OPENS THE DOOR. MICHAEL IS STANDING OUTSIDE.)

NIKITA: Hello, Michael.

MICHAEL: May I come in?

NIKITA: It's late, Michael.

(MICHAEL STARES AT HER FOR A LONG MOMENT, THEN SHIFTS HIS ATTENTION TO HER DOOR AND SEEMS TO BE STUDYING IT. NIKITA LOOKS AT MICHAEL, THEN AT THE DOOR.)

NIKITA: On the other hand, it's not that late. Come in.

(NIKITA STEPS ASIDE AND MICHAEL ENTERS AND CLOSES THE DOOR. HE LEANS BACK AGAINST THE DOOR WITH HIS ARMS CROSSED.)

MICHAEL: Good choice.

(NIKITA CROSSES HER ARMS ALSO AND THEY STAND LIKE THAT STUDYING ONE ANOTHER IN GUARDED POSITIONS.)

NIKITA: What's going on, Michael?

(MICHAEL DOESN'T ANSWER. HE STRAIGHTENS, PACES THROUGH HER KITCHEN, THE DINING AREA, THE LIVING ROOM, MAKING A CIRCUIT OF HER APARTMENT. HE TURNS TO FACE HER FROM THE LIVING ROOM AND DELIBERATELY REMOVES HIS OVERCOAT AND DROPS IT ON HER SOFA. NIKITA REMAINS STANDING BESIDE THE COUNTER, ARMS CROSSED, WATCHING HIM.)

NIKITA: Why don't you make yourself at home, Michael?

MICHAEL: Fine.

(MICHAEL STALKS BACK INTO THE KITCHEN AND CHECKING THE LABELS IN HER WINE RACK, SELECTS A BOTTLE, OPENS A DRAWER, GETS OUT A CORKSCREW AND OPENS THE BOTTLE. MICHAEL GETS INTO A CABINET, TAKES OUT GLASSES AND POURS TWO GLASSES OF WINE. HE CROSSES TO NIKITA AND SETS THE GLASSES ON THE END OF THE COUNTER.)

NIKITA: I'm not thirsty.

(MICHAEL COMES TO NIKITA AND REACHES OUT ONE HAND, TOUCHING HER HAIR, THOUGHTFULLY DRAWING HIS FINGERS THROUGH IT, STARING INTO HER EYES. THEY STAND THAT WAY FOR A MOMENT. THE SOUNDTRACK BEGINS PLAYING "DO WHAT YOU HAVE TO DO" BY SARAH MCLACHLAN ON "SURFACING".)

"What ravages of spirit
Conjured this temptuous rage
Created you a monster
Broken by the rules of love"

NIKITA: That's not enough this time, Michael.

MICHAEL: I know that.

"And fate has led you through it
You do what you have to do"

(HE REACHES OUT THE OTHER HAND AND SOFTLY STROKES HER CHEEK WITH A FINGERTIP.)

NIKITA: Michael, No...Lies.

MICHAEL: Nikita, No...Promises.

"And fate has led you through it
You do what you have to do"

NIKITA: (SARCASTICALLY) Honest..(PAUSE) ..Concise.. (PAUSE).. Inadequate.

MICHAEL: No lies I can...avoid.

"And I have the sense to recognize that
I don't know how to let you go"

NIKITA: (SADLY CYNICAL) I missed you, too, Michael.

MICHAEL: (SMILING, A GLINT IN HIS EYES) Verrry good, Nikita.

(NIKITA LAUGHS IN SPITE OF HERSELF AT THE RARE FLASH OF TEASING FROM HIM AND HER ARMS DROP TO HER SIDES. HER SHORT LAUGH TRAILS OFF. HIS SMILE FADES. THEY GROW SERIOUS.)

"Every moment marked
With apparitions of your soul
I'm ever swiftly moving
Trying to escape this desire"

(HE CUPS HER FACE IN HIS HANDS AND THEY STAND, FACES INCHES APART, STARING AT ONE ANOTHER. HE SLOWLY, LIGHTLY DRAWS HIS NAILS FROM HER CHEEKBONES DOWN HER FACE AND THE SIDES OF HER NECK. HE PLACES HIS HANDS AROUND HER NECK AND STROKES HER THROAT FROM CHIN TO BASE WITH HIS THUMB TIPS. SHE CLOSES HER EYES. HE BENDS FORWARD AND RUNS HIS TONGUE ACROSS THE HOLLOW OF HER THROAT. HE STRAIGHTENS AND THEY LOOK AT ONE ANOTHER, SERIOUSLY, CONSIDERING.)

"The yearning to be near you
I do what I have to do"

(HE CLOSES HIS EYES, LEANS DOWN, AND KISSES HER, LONG AND DEEPLY, WITH GROWING INTENSITY. SHE PRESSES HER HANDS TO HIS CHEST, CLUTCHING HIS SHIRT. WHEN HE FINALLY DRAWS BACK THEY ARE BOTH OBVIOUSLY SHAKEN. NIKITA DRAWS A RAGGED BREATH. MICHAEL STARTS KISSING HER FACE LIGHTLY, NIPPING HER LIPS AND CHIN. HE WHISPERS.)

MICHAEL: Focus, Nikita.

"And I have the sense to recognize
That I don't know how
To let you go
I don't know how
To let you go"

(HE SLIDES HIS HANDS SLOWLY DOWN HER BODY AND AROUND HER, RUNNING HIS HANDS UP UNDER HER BLOUSE AND CARESSING HER BACK. SLOWLY SLIPPING HIS HANDS DOWN TO HER HIPS HE CLUTCHES THEM, PULLING HER FIRMLY INTO HIM. NIKITA CATCHES HER BREATH AND THEY STAND, BODIES LOCKED TOGETHER, STARING INTO ONE ANOTHER'S EYES.)

"A glowing ember
Burning hot
Burning slow
Deep within I'm shaken by the violence
Of existing for only you"

(THEIR BREATHING GROWS MORE SHALLOW AS THEY CONTINUE PRESSING, PRESSING AGAINST EACH OTHER, SEARCHING ONE ANOTHER'S EYES. HE KNEADS HER HIPS AS SHE SLIPS HER ARMS AROUND HIS NECK. THEN SHE WINDS HER FINGERS THROUGH HIS HAIR AND PULLS HIS FACE DOWN TO HER, KISSING HIM. THEIR EMBRACE GROWS MORE PASSIONATE AS THEIR UNRELEASED HUNGER ERUPTS. NIKITA OPENS MICHAEL'S SHIRT AND PUTS HER FACE TO HIS CHEST AND LICKS IT. QUICKLY HIS SHIRT FALLS TO THE FLOOR, FOLLOWED BY NIKITA'S BLOUSE. HE BITES AND KISSES THE NAPE OF HER NECK.)

NIKITA: I'm focused, Michael.

(SHE BEGINS UNFASTENING HIS BELT...)

"I do what I have to do
And I have the sense to recognize but
I don't know how to let you go
I don't know how to let you go
I don't know how to let you go"

FADE TO BLACK

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