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KNIGHT RIDER: FRIGHT KNIGHT

EXEC. PRODUCERS: Glen Larson, Robert Foster
PRODUCER: Gino Grimaldi
CO-PRODUCER: Gregory S. Dinallo
SUPV. PRODUCERS: Burton Armus, Bruce Lansbury

Production #60223
2nd Draft - January 16, 1986 (F.R.)

Teleplay: .................. Jim Byrnes,
............................ Samm Smith &
............................ Len Kaufman
Director: .................. Gil Bettman

                              
                                 ACT ONE

     FADE IN

     EXT. MILLENIUM STUDIOS - DAY - TO ESTABLISH THE MAIN ENTRANCE
     OF A MAJOR MOTION PICTURE STUDIO

     EXT. RANCH SET - DAY

     A modern western is shooting.  We pan across the film 
     company and hold on Director Mel Tobey, Producer Victor 
     Gavin, Star Clayton Travis and Special Effects Chief Andy 
     Clifford are crossing in front of a barn, the crew in place 
     around them as they talk.

                               GAVIN
               I'd like to get this before lunch.

                               TOBEY
               I'm ready to make one.  Let's ---

     He pauses in reaction to the arrival of:

     A MERCEDES 450SL

     as members of the crew move aside and it chirps to a stop 
     next to the group.  Karen Bennett, thirty-three, elegant,
     beautiful, head of production, gets out and joins them.

                               KAREN
               I just heard Travis is doing the 
               stunt himself?!

                               TOBEY
               Karen, please, it's all worked out.
               Travis and I just did a walk through.
               I'm ready to roll.  Relax.  Okay?

                               KAREN
               After what I've been through on this
               picture, I won't relax until the last 
               shot is in the can.

                               GAVIN
               We'll never get this one if you keep
               interfering.

                               KAREN
               You're producing a picture that's 
               twenty million dollars over budget,
               Gavin.  If your star gets hurt, 
               we'll never get a penny of it back.

                               GAVIN
               You never will anyway.  Whoever said
               don't throw good money after bad was 
               talking about this turkey.

                               TOBEY
               People, people, I turned down the beach
               picture to do this 'turkey.'  I could
               be on Maio -- surrounded by squealing 
               coeds in bikinis.  Make up your minds,
               please?

                               GAVIN
               If we shut down, you'll be another 
               eighteen thousand in the hole,
               Karen.
                      (facetiously)
               You're head of production.  You 
               decide.

     Karen digests this information; crosses to Clifford.

                               KAREN
               You feel confident about this?

                               CLIFFORD
                      (nods)
               Yes, I've double checked all the 
               charges.  Shouldn't be any problem.

     Karen evaluates a beat; decides; nods grudgingly and we:

                                              CUT TO

     INT. EFX TRUCK - DAY - CLOSE ON REMOTE-CONTROL PANEL

     The kind used to trigger explosives.  Someone is replacing 
     the rear plate.  The hands in tight-fitting black leather 
     gloves, tighten the last screw and yank the screwdriver up 
     into cowled sleeves in response to ---

                               CLIFFORD
               Hey, what are you doing here?

     We widen as a figure in a hooded monk's robe reacts,
     startled, revealing a glimpse of a grotesque face as it 
     glides away.

                               CLIFFORD
               They're making Spires of Death
               on Stage 5, pal!

     Clifford takes the panel and we go to:

     EXT. RANCH SET - DAY

     The company is just completing the steps that lead to ---

                               TOBEY
               And -- Action!

     TRAVIS

     starts to run toward the barn.

     CLIFFORD

     hits a switch on his control panel.

     RESUME TRAVIS

     as a buried charge explodes, showering him with dirt.  He 
     leaps aside and keeps moving through two more explosions.

     CLOSE ON REMOTE-CONTROL PANEL

     as Clifford's finger moves from button 3 to #4; hovers a 
     beat, then depresses it.

     RESUME TRAVIS

     He dives and rolls to avoid the fourth explosion.  As he 
     comes up onto his feet a fifth explosion hurls Travis 
     skyward, then harshly to the ground.

                                              CUT TO

     CLOSE ON A RED FLASHER

     as we pull back to reveal a paramedic van.  Travis, an IV
     in his arm, is rolled into it on a gurney.  The van takes 
     off, siren wailing.  Karen, Gavin and Tobey watch it leave,
     then ---

                               GAVIN
               You want to tell me what the hell
               happened back there, Tobey?

                               TOBEY
                      (upset;
                       baffled)
               Why're you asking me?  Clifford's in
               charge of special effects.

                               CLIFFORD
               I set four charges, Mr. Gavin.  Five
               went off.  I don't know where that 
               last one came from.  But it wasn't 
               mine.

                               KAREN
               Then whose was it?  Does anyone else 
               have access to your equipment?!

                               CLIFFORD
               No.  No, I'm the only one who --
               Wait a minute.  There was this guy
               out by the truck before.  But ---

                               KAREN
               What guy?  Who?

                               CLIFFORD
               I don't know.  He had on a hood, and 
               a mask ---

                               GAVIN
               Oh come on, you're not going to 
               start that Phantom of Stage 12 
               nonsense.

                               TOBEY
               Yeah.  They stopped blaming 
               accidents on him twenty years ago.

                               KAREN
               Well, someone's to blame.  And it's 
               time to find out who!

     Karen turns and heads off the set.

                                              CUT TO

     EXT. SEMI - DAY

     K.I.T.T. cruises down the road, then rolls in up the ramp.

     INT. SEMI - DAY - ON A TABLE

     as Devon, angry, slams down an issue of the Trades.  The
     headline reads "MAYHEM AT MILLENIUM MULTIPLIES".

                               DEVON
               That's the fourth accident in three
               weeks, and the most serious!

     Michael ambles over and picks up the paper.

                               DEVON
                      (continuing)
               You've heard about Raging Sky.

                               MICHAEL
               Who hasn't?  Battles on the set.
               Battles off the set.  A runaway
               budget -- twenty-five million and no 
               end in sight.

                               RC3
               Man, what I could do with that.

                               MICHAEL
               What a small country could do with 
               that.  But you know movie people -- 
               it's only money.

                               DEVON
               Not Millenium Studios, Michael.  For 
               years they've donated time and money 
               to our educational film program.
               They have too much integrity to be 
               this irresponsible.

                               MICHAEL
               That leaves bad luck and sabotage.

                               DEVON
               Whatever it is, they've asked for 
               our help, and they deserve it.  Your 
               contact is Karen Bennett, Vice 
               President in charge of production.

     Michael nods, turns to get into K.I.T.T.; pauses at ---

                               BONNIE
               Devon, I think you left something out.

                               DEVON
               Well, it's -- it's quite silly,
               really, but there has been some talk 
               at the studio about the legendary
               Phantom having something to do with
               it all.

                               MICHAEL
               You want me to investigate a phantom?
               This is 1986, Devon.  1986.

                                              SMASH CUT TO

     CLOSE ON A CONFEDERATE SOLDIER

     As we pull back to reveal we are on a street at a movie
     studio.  Assorted costumed extras -- Southern belles,
     Confederate soldiers, WWII fly boys, belly dancers --
     are coming out of Wardrobe.

                               K.I.T.T.
               As you were saying, Michael ---

     INSIDE K.I.T.T.

     as he drives down the studio street.

                               MICHAEL
               Don't rub it in, pal.  I don't see a 
               phantom in that bunch.  Do you?

                               K.I.T.T.
               No.  But around here no one would 
               think twice about it if they did.

     The belly dancer walks right past Michael's side of the 
     car.  He follows her, with his eyes admiring her -- belly.

                               MICHAEL
               I agree.  He'd simply -- get lost 
               in the crowd.

                                              CUT TO

     EXT. MILLENIUM STUDIOS OFFICES - DAY - ESTABLISHING K.I.T.T.

     parked outside the building.

     INT. KAREN BENNETT'S OUTER OFFICE - DAY

     As Michael enters, we see Edward Kent, dapper, thirtyish,
     typing up a storm on a word processor.  He continues 
     encoding a few beats; hits a button, like a concert pianist
     playing the last note of a concerto.  During the following
     the computer printer comes to life and prints out a one-
     page production schedule.

                               KENT
               You look just like Miss Bennett's
               ten fifteen.
                      (scans
                       appointment
                       book)
               Michael Knight.  Foundation for Law 
               and Government?

                               MICHAEL
                      (nods; then,
                       facetiously)
               She's expecting me.

                               KENT
               Very quick Mr. Knight.  We're all
               expecting you.  I'm Edward Kent,
               Ms. Bennett's secretary.  I encode 
               ninety words a minute.  I take short-
               hand at 120.  I don't make coffee,
               and I've never been chased around the 
               desk.  I'm afraid you'll have to 
               wait --
                      (indicating
                       the door)
               -- The negotiations are at a delicate
               stage.

     He gestures to:

     THE DOOR TO KAREN'S OFFICE

     as it suddenly blows open and Tobey storms out.

                               TOBEY
               When you two decide what to shoot,
               I'll shoot it!
                      (to the world)
               I could be on Maui.  On Maui,
               surrounded by coeds in bikinis.

                               KENT
                      (echoing over)
               -- surrounded by coeds in bikinis.

     Tobey leaves the office.  Kent turns to the printer that
     has stopped and tears the page from it.

                               KENT
                      (officiously)
               Excuse me, but if I don't get this
               distributed -- Millenium will be in 
               the toiletteum.  'Bye ---

     Kent hurries from the office.  Michael crosses toward the 
     door to Karen's office, that has remained open.

     INT. KAREN'S OFFICE - DAY

     Karen and Gavin are up from their chairs and shouting.

                               GAVIN
               The insurance company is wrong!  I'm
               the producer and there's no way I can
               finish this picture without Travis!

                               KAREN
               I think you can.

                               GAVIN
               You're not the one who has to figure 
               out how to do it!

                               KAREN
               I already have.  All you have to do
               is ---

     She pauses as she notices Michael enter the office.

                               KAREN
               They're casting the beach picture 
               down the hall, 316.

                               MICHAEL
               I'm Michael Knight.

                               KAREN
                      (brightens)
               Oh, from the Foundation.  Forgive me.
               I'll need a minute to finish with
               Gavin, then we'll talk.

                               GAVIN
               Hold it.  I've got twenty million of 
               my own money in this picture.  We'll 
               all talk.

                               MICHAEL
               Fine with me.  Your people are 
               getting hurt.  I'm here to find out 
               what or who is behind it.  And I'll 
               talk to anybody who can help.  Miss
               Bennett?

     Karen nods, grudgingly.

                               MICHAEL
               For openers, you think someone's out
               to destroy the movie?  I mean, four
               accidents in five weeks is a pretty
               suspicious pattern.

                               KAREN
               A pattern that leads right to the 
               Special Effects Department.

                               GAVIN
               Yes, that's the one thing Karen and 
               I agree on.  Talk to Andy Clifford.
                      (reconsidering)
               Of course, he'll probably blame it 
               on this legend he's dredged up to 
               cover his butt.

                               MICHAEL
               This legend wouldn't be the --
               'Phantom' some people seem to think 
               haunts the studio.

                               KAREN
                      (chuckles)
               One and the same -- The Phantom of
               Stage 12.  It all started with the 
               original Raging Sky.  A nightmare.
               One accident after another.

                               MICHAEL
               In that case, what are the chances 
               there's a connection?

                               GAVIN
               No way.  The person behind them was 
               Dennis Darrow; an actor who didn't 
               get the starring role and vowed it 
               wouldn't be made.  The man's been
               dead for years.

                               KAREN
               Of course, his body never was found --
                      (sarcastically)
               Who knows, maybe his corpse sprouted 
               a cape and went -- wherever phantoms
               go.

                               MICHAEL
               But the bottom line is, he could 
               still be alive.

                               KAREN
               Really Mr. Knight.  Darrow's car went 
               off a cliff and exploded.  The only
               thing left were ashes and smoke.

                               MICHAEL
               And a lot of unfinished business.

     Michael's remark puts an end to Karen and Gavin's off-
     handed attitude.  They exchange looks, with Michael and we:

                                              CUT TO

     EXT. BEHIND MILLENIUM OFFICES - DAY

     Michael saunters out the rear exit.  As he turns a corner:

     A MOTORCYCLE

     drives into view, behind Michael and tracks him at a 
     distance between the buildings.

     ANOTHER ANGLE

     Michael heads around the corner towards K.I.T.T.  We hold
     and pan back to pick up the motorcycle coming around the 
     same corner.  The rider wears a helmet with tinted visor;
     black rigid riding suit and appears to be almost part of 
     the bike.

     ON K.I.T.T.

     scanner humming.

                               K.I.T.T.
               Michael, my scanners have detected 
               someone following you.

     ON MICHAEL

     As he reacts and looks back, we hear the whine of the 
     motorcycle engine as it revvs.

     THE MOTORCYCLE

     accelerates; does a wheelie and hurtles through the air 
     towards Michael.  He barely leaps out of the way.  The bike
     blasts past Michael, and makes a turn to come back at him.

     ON THE BIKE'S FRONT WHEEL

     burning in towards Michael....

     THE SCENE

                               MICHAEL
               He's all yours, Kitt.  Now!

     K.I.T.T. cuts across the path of the oncoming cycle.  It 
     swerves to avoid K.I.T.T., goes out of control, skidding 
     down the alley between the stages.

     ON A WALL

     as the skidding cycle slams into it and crashes to a stop.

     THE CYCLE

     as Michael rushes to the biker; crouches down and unstraps
     his helmet.

     CLOSE ON THE BIKER'S HELMET

     as Michael removes it -- revealing a complex electronic
     skull beneath.  The "eyes" are lenses, one of which is 
     cracked; and the brain pan is a flashing web of curcuitry.

     RESUME MICHAEL

     as he reacts to this discovery.

                               MICHAEL
               What have we got here?

                               K.I.T.T.
               A 1200 cc, four-cylinder direct-drive
               motorcycle and state-of-the-art robot,
               hard wired to the frame.

                               MICHAEL
               Which means it had to be remote 
               controlled from somewhere.

                               K.I.T.T.
               It still is.  I'm picking up a 
               signal.

                               MICHAEL
               Trace it back to its source.

     During the above we:

     INTERCUT - THE PHANTOM

     in hooded monk's robe watching from atop the roof of one of
     the stages.  He holds a remote-control panel.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     A graph of the bike, framed by K.I.T.T.'s analytic graphic
     -- until a white pulse erases the grid.

                               K.I.T.T.
               I'm locked on.  Michael, I'm also
               picking up --
                      (pauses;
                       alarmed)
               Get away from that thing!  Now!

     INTERCUT - THE PHANTOM

     as he first presses a button on the remote panel.  Then 
     clicks it off and hurries off.

     ON MICHAEL

     as he turns and runs and the bike explodes, knocking him to
     the ground.  He gets to his feet and crosses toward the 
     smoking wreckage.

                               MICHAEL
               Thanks, pal.  Nice little fail-safe 
               mode.  Would've guaranteed a murder 
               without a suspect.

                               K.I.T.T.
               Yes, Michael.  And there's no way I 
               can locate the source of that signal
               now.

     Michael swings a frustrated glance to the robot cycle;
     crosses to K.I.T.T., and we:

                                              CUT TO

     A PATCH OF GROUND

     as a small charge explodes in a flash of light and smoke.

     EXT. CLIFFORD'S EFX TRUCK - DAY

     as K.I.T.T. pulls to a stop.  Michael gets out and reacts
     to the sound of a second explosion.  He cautiously moves 
     around to ---

     THE OPPOSITE SIDE OF THE TRUCK

     as the smoke clears, revealing Andy Clifford.  He's posi-
     tioning two more small charges on the ground.

                               MICHAEL
               From the sound of that you must be 
               Andy Clifford.

     Clifford nods and points out the explosive charges.

                               CLIFFORD
               Better stand back.  Those are very 
               unstable.  Got to set them off before 
               me and my pink slip check outta here.

     He presses buttons on his remote-control panel, setting 
     off the charges -- two quick explosions.

                               MICHAEL
               You know, for a guy who's been 
               accused of negligence, you seem 
               pretty safety-conscious to me.

                               CLIFFORD
               Tell that to the insurance company.
               Twenty pictures without an accident
               didn't mean a thing to them.  You 
               must be Knight, the guy who's
               investigating the accidents.

                               MICHAEL
               That's right.  And the way I hear it,
               you claim you got more explosions 
               than you bargained for.

                               CLIFFORD
               Claim?
                      (holds up panel)
               Four buttons.  Five explosions.
               How's that fifth one mine?

     Clifford hands the panel to Michael.  He examines it, then
     passes his comlink over the row of buttons.

                               MICHAEL
               Kitt, scan the circuits in this unit
               for signs of tampering.

                               CLIFFORD
                      (indicates
                       K.I.T.T.)
               What's that all about?

                               MICHAEL
               A little special effect of my own.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     The buttons and the circuitry within the panel with one
     circuit path highlighted.

                               K.I.T.T.
               The fourth circuit has been rewired,
               Michael.  It transmits two signals
               when the detonator button is 
               depressed.

     Michael swings a look to Clifford, who reacts with 
     surprise.  Then something dawns on him.

                               CLIFFORD
               Yeah, yeah, that's what that guy was
               up to.  Had to be him.  Nobody else
               was near my equipment until he ---

                               MICHAEL
                      (skeptically)
               The guy in the monk's robe?

                               CLIFFORD
               Yeah, right.  The Phantom of Stage
               12.  I saw that guy, Mr. Knight.  He 
               was real.

                               MICHAEL
               I hear you.  But let's not call him
               'The Phantom,' okay?  The 'guy in 
               the monk's robe' will be just fine.

                               CLIFFORD
               Call him what you like.  The bottom
               line is, the original Raging Sky was 
               shot on 12.  And people who have 
               seen him say that's where he hangs
               out.

                               MICHAEL
               Whoever he is, according to Karen 
               Bennett he'll have another crack at 
               making trouble today.

                               CLIFFORD
               That's right.  They're shooting a big 
               stunt sequence with Liz Preston right
               after lunch.

                               MICHAEL
               Gives me a couple of hours.  Where's 
               Stage 12?

                               CLIFFORD
               Other side of the lot.  No one's shot
               on it for years.
                      (off
                       Michael's
                       look)
               Everybody says the legend is a big 
               joke.  But down deep this is a very 
               superstitious business, Mr. Knight.

                               MICHAEL
               Superstition or not, it's all I've 
               got.

     Michael crosses toward K.I.T.T.; gets in and drives off.

                                              CUT TO

     EXT. STUDIO STREET - DAY - K.I.T.T.

     tooling along, past various intriguing and colorful
     artifacts found on the lot.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     to see Devon in his office.

                               DEVON
               Hello, Michael.  How are things in 
               Hollywood this morning?

                               MICHAEL
               Hitchcock would have loved it.
               We've got a saboteur on our hands.

                               DEVON
               Glad you didn't say psycho.

                               MICHAEL
               Might be that, too.  But right now 
               I need everything Bonnie can find on 
               actor Dennis Darrow, also.  Run down
               the insurance policies on Raging Sky.
               I want to know who benefits if it 
               shuts down.

                               DEVON
               Right away, Michael.  And please,
               take care.  I don't want two 
               phantoms haunting Millenium Studios.

                                              CUT TO

     EXT. STAGE 12 - DAY

     Michael drives up and gets out.

                               MICHAEL
               Scanners peeled, pal.

     He walks up to the massive steel door, slides it open.

     INT. STAGE 12

     Darkness.  Michael softly switches on a work light.

     MICHAEL'S POINT OF VIEW

     Spooky shadows play across the enormous sound stage.  Tiers
     of platforms, old backdrops, and props, etc. populate the
     eerie landscape.

     WITH MICHAEL

     He takes the light off its hook, shining it ahead of him as
     he walks past brocaded gowns, then armor and swords.

                               K.I.T.T.
               Michael, have you found anything?

                               MICHAEL
               Yes.  Enough weaponry for Conan
               Three, Four and Five.

     As he walks past one of the knight suits:

     AN ARM

     slowly rises into view, gripping a crossbow.

     ON MICHAEL

     as he comes upon and is startled by some creepy masks.

                               MICHAEL
                      (continuing)
               -- And enough bad guys, too.

                               K.I.T.T.
               Michael, I've detected some movement.
               Directly behind you!

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     Holograph of the armor and a red pulse behind it.

     MICHAEL

     whirls around, on the alert.  He swings the lamp, trying to
     spot his attacker....

     RESUME THE HANDS

     A black gloved finger on the trigger of the crossbow,
     starting to squeeze.

                                              FREEZE FRAME

                                              FADE OUT

                         END OF ACT ONE

                             ACT TWO

     FADE IN

     INT. STAGE 12 - DAY - ON THE CROSSBOW

     about to fire.  The cord creaks....

     ANGLE - MICHAEL

     hears the sound and grabs a shield.

     ON THE CROSSBOW

     The trigger's pulled.  The arrow flies ---

     ON MICHAEL'S ARM

     as he whirls and raises the shield just as the arrow stabs 
     into it.

     WITH MICHAEL

     The impact knocks him back into a pile of armor.  He 
     clambers to his feet and hears footsteps in the distance.
     He starts to run after him.

                               MICHAEL
               Kitt, I'm chasing the guy.  Monitor
               all the exits!

                               K.I.T.T.
               I'm scanning them now.

                               MICHAEL
               Which one, pal?!  Where is he?!

     He aims the lamp in all directions, frustrated.

     THE PHANTOM

     is running at full tilt between the rows of sets.  He yanks
     at a tied-off rope as he runs past; hangs on with both hands
     and is suddenly launches into the air.

     ANOTHER ANGLE

     as he soars skyward, his robe billowing around him, then 
     vanishes from view into the darkness of the catwalks and 
     air-conditioning ducts above.

     ON A SAND BAG

     attached to the other end of the rope as it plummets toward
     the floor of the stage and hits with a thud.

     RESUME MICHAEL

     as he reacts to the sound; whirls; sees the inert sandbag
     and thinks nothing of it.  He raises his comlink.

                               MICHAEL
               Kitt, he's got to have left the 
               building by now.  Give me a fix on 
               the exit.

                               K.I.T.T.
               I can't, Michael, I'm absolutely 
               positive.  No one has come out.  And
               no one is in the building either.

     As Michael stands holding the lamp, baffled:

                                              CUT TO

     EXT. STUDIO STREET - DAY

     as K.I.T.T. drives, passing a man carrying a massive 
     boulder on his shoulders.

     INSIDE K.I.T.T. - DAY

     As Michael reacts to and steers around the "walking" 
     boulder, the monitor chirps.  Devon flashes on.

                               MICHAEL
               Yo, Devon.

     INTERCUT - DEVON

     in his office.

                               DEVON
               Michael, it looks like you've been 
               in quite a scuffle.

                               MICHAEL
               I just did a scene from William Tell.
               I played the apple.  What's up?

                               DEVON
               Well, Bonnie found very little data 
               on your Mr. Darrow.  It seems he died 
               over twenty years ago.

                               MICHAEL
               And nothing's turned up since?  She's 
               positive.

                               DEVON
                      (slightly
                       perplexed)
               Not even his remains, as I understand
               it, Michael.  I have something more 
               substantial on your insurance inquiry.
               Gavin and the studio are fully covered.

                               MICHAEL
               That means they both get their invest-
               ment back if the picture can't be 
               completed -- which gives us nothing.

                               DEVON
               Well, I've also discovered the studio
               has just taken out an additional four-
               million-dollar policy on their star,
               Liz Preston.

                               MICHAEL
               Uncanny timing.  She's doing a major 
               stunt today.  I'm on my way to the 
               back lot now.

                               DEVON
               Good luck, Michael.

     Devon signs off.  As Michael accelerates.

                               K.I.T.T.
               Michael, watch out!

     MICHAEL'S POINT OF VIEW THROUGH K.I.T.T.'S WINDSHIELD

     as a large flat (the front of a house) rolls from behind a
     stage right in K.I.T.T.'s path.  The two grips who are 
     wheeling it freeze in their tracks.

     MICHAEL

     reacts and quickly turns the wheel left, right, left.

     ON K.I.T.T.

     as he swerves toward and zooms right through the empty
     "doorway."

     RESUME INSIDE K.I.T.T.

                               K.I.T.T.
               This place is full of surprises.

                               MICHAEL
               Something tells me we won't get 
               through the rest of them this easily.

     Michael swings K.I.T.T. onto the street that leads to the 
     backlot, and we:

                                              CUT TO

     EXT. BACK LOT SET - DAY

     The stunt supervisor is wiring a squib vest that's on a 
     stunt double.  Two elder actors, Buck and Slim, sit around 
     playing cards.  They stop and glance with disdain as 
     K.I.T.T. drives up beside them.

     INSIDE K.I.T.T. - ON MICHAEL

                               MICHAEL
               Okay, pal.  Scan that 4x4 and tell 
               me if you spot anything unusual.

     Michael pushes some buttons on his console and indicates:

     4X4 WAGON

     diligently muddied and battered for the movie, parked 
     nearby.

                               K.I.T.T.
               Only that it's expected to drive at 
               all.

                               MICHAEL
               This is the movies, Kitt.  They 
               probably spent a fortune getting 
               those dents and dings in the right 
               places.  It should be in perfect 
               running condition and rigged for 
               stunts.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED 

     a schematic of the 4x4 wagon, and the special safety
     adaptations highlighted.

                               K.I.T.T.
               You're right, Michael.  And I detect
               no evidence of tampering.

                               MICHAEL
               All right, pal.

     THE SCENE

     Michael gets out of K.I.T.T., and crosses over to Buck and
     Slim.

                               MICHAEL
               Excuse me, I'm looking for Miss Preston.

                               SLIM
                      (chuckling)
               You and a hundred other cowboys.
               Better start twirling you lariat,
               son -- here she comes.

     Michael follows Slim's gesture and sees ---

     LIZ PRESTON

     an attractive, vivacious, though slightly faded starlet of
     thirty-three, saunters by, looking smashing in a jumpsuit.
     She gives Michael the once over.  Just as he's about to 
     introduce himself ---

                               LIZ
               Don't tell me.  Michael Knight, the 
               investigator I've heard so much 
               about.
                      (flirtatiously)
               I was wondering when you'd catch up 
               with me.

                               MICHAEL
                      (returning
                       compliment)
               Sorry it took so long.  Do you have
               a few minutes to talk?

     She nods and follows him.  As they leave, Buck and Slim
     look longingly after them, then at K.I.T.T.

                               SLIM
               It's the car.  That's all that 
               matters nowadays.

                               BUCK
                      (disgusted)
               Just what the picture needs --
               another jackrabbitmobile.

                               K.I.T.T.
               And what's wrong with fast cars, may
               I ask?

     The cowboys are startled -- then assume there's someone in 
     the car and continue.

                               SLIM
               Everything.  Raging Sky was a western.
               How do you remake a western with cars
               playing the horses?

                               K.I.T.T.
               I've cleaned up a couple of western
               towns in my day.

                               BUCK
               Hogwash.  No gunslinger worth his 
               spurs would back down to a car.  We 
               tried to tell that to the director.

                               SLIM
               Come on, Buck, only a fool argues 
               with a mule, a skunk, or a director.

                               K.I.T.T.
               That may be true, gentlemen.  But
               when it comes to law enforcement,
               the horse has taken its rightful 
               place in history.

     Buck and Slim shake their heads in dismay, and we:

                                              CUT TO

     EXT. BACKLOT - DAY - WITH LIZ AND MICHAEL

     as they walk to the set.

                               LIZ
               Well, Michael, the last guy who said 
               he liked all my movies had a thing 
               for desperate, vulnerable women on 
               the run.

                               MICHAEL
                      (smiles)
               Bet you feel like you've become one
               of your characters lately.
                      (beat)
               You want out of this movie, Liz?

                               LIZ
               Oh, no.  I'm very grateful to be
               working.  But I'd be crazy not to 
               admit I'm a little frightened.

                               MICHAEL
               So are some other people.
                      (off her 
                       look)
               The studio took out an extra four-
               million-dollar policy on you.

                               LIZ
               Really -- I'm impressed.

     Michael eyes her curvaceous figure appreciatively.

                               MICHAEL
               So am I.
                      (beat)
               Now, from the information I have,
               you're doing the old runaway buggy
               scene with a twist today.  Run me 
               through it.

                               LIZ
               Well, I drive that 4x4 down the hill,
               a tire blows, I lose control of the 
               vehicle, it hits the bridge, the 
               bridge starts to collapse, and the 
               4x4 screeches to a halt just before
               I plunge into the water.

                               MICHAEL
                      (teasing)
               That's it?

                               LIZ
                      (laughing)
               Actually, all I do is drive down the
               hill and scream a lot.  The stunt 
               double handles the rough stuff.

                               MICHAEL
                      (warily)
               I'll make sure to keep it that way.

     They hold a look.  Then Liz walks off to prepare for the 
     shot as Michael watches her, the aura lingering, and then 
     crosses toward:

     KAREN AND GAVIN

     in heated conversation, director Tobey in the b.g.
     instructing the camera crew.

                               KAREN
               Okay, Gavin, I'll run you through it
               again.  We use a stunt double in
               Travis' wardrobe; lots of explosions
               and lots of smoke.  Nobody'll know 
               it's not him.  I'm telling you,
               it'll work.

                               GAVIN
               I don't care if it'll work.  If it
               was up to me, I'd close down and 
               cut our losses now.  I'm sick of 
               people getting hurt and ---

                               KAREN
               There won't be any more accidents.
               We got rid of them when we got rid 
               of Clifford.  You're just using that
               as an excuse to ---

     She bites off the sentence when she sees Michael crossing 
     toward them.

                               KAREN
               Mr. Knight.  Just the man I want to
               see.  Have you checked Clifford's
               story?

                               MICHAEL
               Yes.  I think he's telling the truth.

                               KAREN
                      (stunned)
               What?  Are you saying it wasn't his
               incompetence that caused the accidents?
               We really have a maniac on our hands!

                               MICHAEL
               Looks that way.  Yes.

                               GAVIN
               That's it.  I'm pulling the plug.
               No way I'm doing this shot.

                               TOBEY
               Again?!  Listen, I've got a play or
               pay contract.  Make up your minds or 
               you'll be mailing my checks to Maui.

     Gavin turns to leave.  Karen grabs his arm and stops him.

                               KAREN
               Hold it.
                      (to Michael)
               Have you had a chance to check the 
               set and equipment we'll be using?

                               MICHAEL
                      (nods)
               It's been checked.

                               GAVIN
               I don't want to hear it, Karen.  Do
               what you want.  I'm not taking 
               responsibility.

                               KAREN
               I will.

     As Gavin walks off, Karen nods resolutely to Michael and 
     Tobey.

                               KAREN
               Okay.  Let's do it.

                               MICHAEL
                      (on comlink)
               Come on over here, pal.  Show time.

     EXTERIOR - ON K.I.T.T.

     as he auto starts and pulls away from Buck and Slim.

                               K.I.T.T.
                      (to cowboys)
               You'll have to excuse me, gentlemen.

     K.I.T.T. leaves them behind in a cloud of dust.

     ANOTHER ANGLE ON K.I.T.T.

     weaving through the crowd without a driver.

                               K.I.T.T.
               Excuse me...Pardon me...Coming 
               through.

     Most are blase.  After all, this is Hollywood.

     EXT. BACKLOT SET - DAY

     Tobey and the stunt coordinator give Liz last-minute
     instructions as she stands beside the 4x4 wagon.

                               TOBEY
               Put it in gear on my signal.  About
               halfway down the hill, start
               screaming your lungs out.  Any 
               problems, hit the walkie.

                               LIZ
               Any problems, I'm going to hit you.

     She winks.  He smiles.

     ON THE GROUP BEHIND THE CAMERAS - MICHAEL

     and the others tensely watching.

                               MICHAEL
                      (comlink)
               Kitt, keep your scanners peeled.
               Let me know if there's the slightest
               indication something's wrong.

                               K.I.T.T.
               I'll be on maximum surveillance,
               Michael.

     ON LIZ

     She gets behind the wheel of the 4x4.  The stunt
     coordinator buckles her up and gives the vehicle a last-
     minute check, then slams the door.

     RESUME GROUP BEHIND THE CAMERAS

                               TOBEY
                      (bullhorn)
               Everybody in their places.  Stand by!

     The various members of the crew tensely waiting....

                               TOBEY
               And --- Action!

     ON THE 4X4 WAGON

     as Liz puts it in gear, releases the brake, and moves down
     a steeply banked hill, pulling away from the camera towards
     a ramshackle bridge in the distance.

     INSIDE THE 4X4 WAGON

     Liz steers and brakes as the car approaches a winding turn
     as it heads down the hill.

     CLOSE ON THE PHANTOM

     as the hooded figure depresses a button on a remote-control
     panel.

     ON THE BRAKE LINE OF THE 4X4

     as a small explosive device detonates, severing the line.
     Brake fluid pours out onto the ground.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     a schematic of the 4x4 and a pulsing blip on a diagramatic
     of the braking system.

                               K.I.T.T.
               Miss Preston is in trouble, Michael!

     INTERCUT - MICHAEL

     as he reacts and raises his comlink.

                               MICHAEL
               What have you got on your scan?

                               K.I.T.T.
               I've detected a malfunction in the 
               braking system.

                               MICHAEL
               Pick me up!

     ON 4X4'S BRAKE PEDAL

     as Liz's foot slams onto it and it goes to the floor.  She
     pumps it several times.  Nothing happens.

     THE 4X4 WAGON

     accelerates through the twisting turns, rapidly gaining 
     speed.  Liz starts screaming, for real.

     TOBEY AND CAMERA CREW

     He loves it; punches the air, exhilarated.

                               TOBEY
               Great!  Great!  She's really getting
               into it!  What a set of lungs!

     LIZ

     pumps the brakes a few more times; clicks on the walkie-
     talkie.

                               LIZ
               Help!  I've got no brakes!!!  I
               can't control this thing!

     THE 4X4 WAGON

     careens wildly out of control down the incline.

     ON CAMERA CREW

     Their smiles turn to expressions of horror.  They jump 
     aside as K.I.T.T. screeches to a stop and Michael jumps 
     in.  They roar off down the road after the 4x4 wagon.

     INSIDE K.I.T.T.

                               K.I.T.T.
               How do you want to handle this,
               Michael?

                               MICHAEL
               The brakes are out.  We can't 
               microlock.  Let's catch up and cut
               it off.

     As Michael accelerates.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     as we see a flashing red rectangle on the schematic of the 
     4x4.

                               K.I.T.T.
               That could be a problem.  I'm
               picking up an explosive charge with 
               a contact detonator beneath the 
               front bumper.

                               MICHAEL
               If that 4x4 hits something it will
               explode!  We have to get Liz out of 
               there!

     Michael stomps on the accelerator.

     EXTERIOR - ANGLE ON BOTH CARS

     as K.I.T.T. pulls up right next to the speeding stunt car.

     RESUME INSIDE K.I.T.T.

                               MICHAEL
               Okay, pal, take over!

     Michael pushes a button on his console.

     THE T-TOP

     above him pops open.  He starts to climb out, and we are:

     ON THE PHANTOM

     watching intently, expectantly.

     ON K.I.T.T.

     as Michael climbs out the T-top onto the roof.

     THE SCENE

     the two cars racing side by side as Michael leaps across to
     the roof of the runaway 4x4.  He reaches down and pops open 
     the door.

     INSIDE THE 4X4 WAGON

     as Michael drops from above and slides in next to the 
     astounded Liz.

                               MICHAEL
               Get ready for a quick exit.

     Michael grabs Liz and holds her tight.

     ON THE BRIDGE

     as the 4x4 hurtles toward a concrete abutment.

     ON THE DOOR OF THE 4X4

     Michael, an arm wrapped around Liz, leaps from the 4x4 just
     as ---

     THE 4X4 WAGON

     smashes into the bridge abutment and explodes into a ball 
     of flame.

                                              FREEZE FRAME

                                              FADE OUT

                         END OF ACT TWO

                            ACT THREE

     FADE IN

     SCENE - THE AFTERMATH

     the flaming 4x4 wagon in the b.g.  As Michael helps Liz to
     her feet, holding her with concern:

                               MICHAEL
               Are you all right?

                               LIZ
                      (gasping)
               I will be.  Am I getting older or is
               this business getting tougher?

     The group behind the cameras, led by Karen, and Tobey run 
     up to them.  Karen embraces Liz.

                               KAREN
               Liz, thank God you're okay.

                               TOBEY
               Yes, I'm sorry.  I don't know how 
               that could have happened.  I was 
               told the car was checked out.

                               MICHAEL
               It was.  Someone must have gotten to
               it after that.  Help Liz get settled 
               down, will you?

     Tobey nods and leads Liz to her motor home in the b.g. as
     Gavin joins the group.

                               GAVIN
               That does it, Karen!  I've tried it 
               your way; I've tried it his; now we 
               do it mine.  The production's canceled.
               Notify the insurance company to pay off.

     Gavin turns and storms off.  Michael swings a look to Karen.

                               MICHAEL
               Karen, if this is the end of the film,
               I'm sorry.  But it's not the end of 
               the investigation.  That's a promise.

                               KAREN
               Oh, it's not the end of the film.
               That's my decision, not Gavin's.
               He's just letting off steam.

                               MICHAEL
               Have you ever thought about going 
               along with him?

                               KAREN
               Of course I have.  But if we shut 
               the film down and don't make up the 
               cost overruns, we're out of business.

                               MICHAEL
               Why?  The studio will still collect 
               on the insurance.  You'd come out 
               with something.

                               KAREN
               Michael, I'm not in the business to 
               collect insurance.  I'm in the 
               business to make movies.
                      (after 
                       a beat)
               Women in positions of power are still
               considered a novelty.  I have to 
               finish what I've started.

                               MICHAEL
               You obviously know your stuff.  You'd 
               never have made it up the ladder if 
               you didn't.

                               KAREN
               There are those who say I wasn't 
               always on my feet.

                               MICHAEL
               So they think it's just a matter of 
               time before you screw up.

                               KAREN
                      (nods)
               They thought I had when Travis 
               landed in the hospital.  But I 
               figured out that if we increased the 
               explosives to mask the use of a 
               stunt double, we could shoot the 
               last scene and make it work.

                               MICHAEL
               That stunt double is going to be me.

                               KAREN
               Michael, I appreciate that, but you'd 
               be putting yourself in an extremely
               dangerous situation.

                               MICHAEL
               I knew that going in.
                      (beat)
               Like somebody once said -- I have to 
               finish what I've started.

     She smiles at his repeating her statement.  A few beats
     before they react to Kent, who hurries toward them.

                               KENT
                      (full of
                       concern)
               Karen?  Karen, I just heard.

                               KAREN
               Glad you're here.  I'm going to have 
               a mob of reporters in my office.
               Spend some time on the set and find 
               out as much as you can.
                      (squeezes
                       Michael's
                       hand)
               Thanks.

     As she hurries off ---

                               KENT
               I hope she isn't expecting the truth.
                      (off
                       Michael's
                       look)
               When a picture's going down the tube,
               there are a thousand versions of it.

                               MICHAEL
               I'd be interested in yours.

                               KENT
               You mean, who might be sabotaging 
               this movie?  Oh -- no more that half
               the studio.
                      (off Michael's
                       reaction)
               This is tinseltown, Mr. Knight.  The 
               place where massive egos collide;
               where people get a kick out of seeing
               their friends fail; where ten thousand
               'mourners' show up at a producer's 
               funeral -- to make sure the bastard 
               is really dead.  Take it from me, 
               you've waded into a pool of sharks.
               Could I tell you stories.

                               MICHAEL
               But not the one I need.

                               KENT
               I'm sorry.  I've done my best to 
               tell you how the game is played.

                               MICHAEL
               Whoever tried to kill Liz Preston
               isn't playing a game.  And neither 
               am I.

     They hold a look and we:

                                              CUT TO

     K.I.T.T.

     still parked adjacent to Buck and Slim, who are still
     playing poker.

                               K.I.T.T.
               Just how long have you been at this,
               anyway?

                               BUCK
               Thirty years.  Ever since we made 
               the original Raging Sky.

                               SLIM
               Can't imagine why I keep at it.  I've
               paid for his last three cars, swimming
               pool, Jacuzzi, and divorce ---

                               K.I.T.T.
               Sounds like you could use some help.

                               BUCK
               He sure could.  Be my guest.  What's
               a greenhorn like you know about 
               poker, anyway?

     Slim is evaluating, his hand ready to draw a card.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     as Buck and Slim's poker hands appear on the screen 
     followed by an X-ray sampler of the deck.

                               K.I.T.T.
               I'd hold that one if I were you.

     Slim has slipped the card halfway out of his hand, pauses
     slyly, sensing possibilities afoot.

                               SLIM
               You sure?  The last time I filled an
               inside straight was Duel In The Sun.

                               K.I.T.T.
               Do as I tell you.

     Slim nervously holds the card and discards another.  Buck
     deals Slim a card.

     CLOSE ON SLIM'S HAND

     as he slides the card in place, filling the inside straight.

     RESUME THE SCENE

     as Slim grins; then glances over his shoulder to K.I.T.T.

                               SLIM
               You wouldn't have any idea what Buck's
               holding?

                               K.I.T.T.
               You have to take some chances, Slim.
               After all, this is a game of risk.
                      (then sotto)
               But I wouldn't hedge my bet if I were
               you.

     ANGLE ON POKER TABLE

     Slim grins slyly and tosses a wad of bills into the pot.
     Michael walks by, catching the last bit of the encounter.
     As he crosses toward K.I.T.T.:

     INSIDE K.I.T.T.

     as Michael slides inside and the card display on K.I.T.T.'s
     monitor vanishes.

                               MICHAEL
               Let's move, pal.

     He floors the accelerator, deftly turns the wheel as 
     K.I.T.T. rockets away.

                               MICHAEL
               You weren't kibitzing in that game,
               were you, pal?

                               K.I.T.T.
               Michael -- I was merely helping Slim
               sample random possibilities and 
               arrive at a computation using ---

                               MICHAEL
               Enough.  Sorry I asked.  Get me 
               Bonnie.

     ON MONITOR

     as Bonnie flashes on.

                               BONNIE
               Yes, Michael.

                               MICHAEL
               How would you like to trade your 
               engineer's cap for a day's work as a
               script girl?

                               BONNIE
               That's silly.  But I've always loved 
               westerns.  Can you get me a gutsy
               Maureen O'Hara role?

     Michael chuckles.  As RC3 and Devon join her at the 
     monitor; RC3 chimes in:

                               RC3
               What will we be doing, Michael?

                               MICHAEL
               They're shooting the climax of Raging
               Sky tomorrow.  It's the Phantom's last
               chance to sabotage the picture.  We're 
               going to stop him.

                               RC3
               All right!  Just call us Phantom-
               busters!

                               DEVON
               Not so fast, RC.
                      (to Michael)
               It so happens I have some information
               that may narrow the possibilities as 
               to this Phantom's identity.

                               MICHAEL
               I can use as much help as I can get.
               What do you have, Devon?

                               DEVON
               While I was looking into the insurance,
               I checked out the backers of Raging Sky
               as well.  Victor Gavin's corporation
               is not his corporation any longer.

                               MICHAEL
               Then, the twenty million he says he 
               put up isn't his money.

                               DEVON
               Exactly.  It was provided by his new
               partners, whose capital comes from 
               tainted sources.

                               MICHAEL
               You mean the sort of people who 
               always get paid back, one way or 
               another.

                               DEVON
               I'm afraid so.

     The monitor flashes off.

                               K.I.T.T.
               Where are we headed now?

                               MICHAEL
               Stage 12.  Whoever tried to kill me 
               got past both of us.  I'm gonna find 
               out how.

                                              CUT TO

     EXT. STAGE 12 - NIGHT - ESTABLISHING

     as a figure slips through the darkness into a rear door.

     INT. FLOOR OF STAGE 12 - NIGHT

     In the semidarkness, we can glimpse the figure walking 
     between the medieval wardrobe racks -- it's Gavin.  He 
     moves quietly but confidently, as if he owns the place.
     Finally he arrives at the cluster of masks.

     ANGLE ON MASKS

     One of them suddenly whirls to camera, revealing the 
     grotesque face of the Phantom.

     ON GAVIN

     Gavin whirls, frightened for a beat, then realizes, his 
     demeanor changing to disgust and impatience.

                               GAVIN
               Don't be such a wise guy.  You've got 
               a job to do and you still haven't
               pulled it off.

                               PHANTOM
               I've done everything you wanted,
               Gavin.  This turkey's neck was on 
               the block until Michael Knight 
               showed up and saved it.

                               GAVIN
               Well it's Knight's neck that's on 
               the block now!

     Gavin buttons his meaning with a look.  The Phantom gets 
     the message and nods.

                                              CUT TO

     EXT. STUDIO STREET - NIGHT

     as K.I.T.T. drives between the closely packed stages.

     INSIDE K.I.T.T. - ON MICHAEL

                               MICHAEL
               Silent mode, pal.

     Michael pushes some buttons on his console.  K.I.T.T.
     noiselessly glides to a stop behind Stage 12.

                               MICHAEL
               All right, Kitt.  Give me a schematic
               of the stage.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     The plan of the stage appears, revealing a system of ducts
     and pipes crisscrossing through the studio.  Michael 
     studies the screen.

                               MICHAEL
               Highlight the air conditioning ducts.

     On the screen K.I.T.T. traces in yellow a system only 
     slightly less complex.

                               MICHAEL
                      (continuing)
               Search for a duct that leads outside
               the stage.

     Now only one linkage of ducts flashes on.

                               K.I.T.T.
               This one, Michael.  It connects to 
               an adjacent electronic control room.

                               MICHAEL
               I'm out of here.

     He leaps out of the car.

     EXT. STAGE 12

     as Michael crosses from K.I.T.T. to the door and slips 
     inside.

     INT. STAGE 12 - WITH MICHAEL

     moving past the costume racks.  He looks around; crosses to 
     a ladder that runs up the wall of the stage and starts to 
     climb.

     ANOTHER ANGLE ON MICHAEL

     as he comes up to the top of the ladder and onto a platform 
     next to a duct.  He notices a hinged panel in the duct wall.

     ON THE PANEL

     as Michael removes it and starts to climb into the duct.

     INSIDE THE DUCT

     as Michael enters and starts moving down the narrow sheet
     metal tunnel.

     ON A METAL DISC

     in the duct wall as it slides aside, revealing a small TV
     camera surveillance lens.

     INT. STAGE 12 - NIGHT - ON THE PHANTOM

     Something beeps inside his robe.  He pulls out a small unit
     that looks like a modified Sony Watchman.  A red L.E.D. is
     flashing.  He flips it on.

     CLOSE ON THE "WATCHMAN"

     as we see Michael moving through the duct on the miniature
     TV monitor.

     INSIDE THE DUCT - ON MICHAEL

     moving as quickly as possible through the claustrophobic
     duct work.

     INSIDE K.I.T.T. - ON MONITOR

     as he tracks Michael, a pulsing blip, through the ducts.

     RESUME MICHAEL

     as he comes upon a grate in the floor of the duct.  He 
     crouches down and peers through the grate.

     MICHAEL'S POINT OF VIEW THROUGH THE GRATE OF AN ELECTRICAL
     CONTROL ROOM

     directly below him; the walls lined with racks of equipment;
     a console board with rows of switches.

                               MICHAEL
               Kitt, I found something.  Get a fix 
               on this room beneath me.

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     a scan of the room and equipment.

                               K.I.T.T.
               It's an electrical control room.  It
               contains remote-control equipment
               and systems for the studio tour.

     Michael reacts to something he sees through the grate.

                               MICHAEL
               Hold it ---

     RESUME MICHAEL'S POINT OF VIEW - CONTROL ROOM

     as a figure moves into the room.  It's the Phantom in 
     hooded monk's robe crossing to the console.

     RESUME MICHAEL

     He inches forward for a closer look and whispers into his 
     comlink.

                               MICHAEL
               I got him, pal.  He's right here.

     Michael tries to lift the grating.  It won't budge.

     THE PHANTOM

     reacts to flakes of dust that sprinkle down from above onto 
     the console in front of him.  He looks up.

     PHANTOM'S POINT OF VIEW - THE GRATE

     in the ceiling of the control room.  As Michael reacts;
     pulls back, his shadow moving across the waffled surface.

     RESUME THE PHANTOM

     as he reacts and dashes to a rack of switches.

     THE PHANTOM'S HAND

     hits a switch marked "Fan."

     INT. DUCT - GIANT FAN

     comes to life with a mighty roar, the blades quickly
     becoming a whirling blur.

     MICHAEL

     is yanked back by the suction of the fan.  He tries to get 
     a handhold, to no avail.  He's slammed against the duct.
     The back of his head whacks into the sheet metal wall.

     ON THE FAN

     its giant blades spinning menacingly, closer and closer.

     MICHAEL

     slides into unconsciousness as the air current pulls him
     back toward the whirling blades.

                               K.I.T.T.
               Michael, can you hear me?  Michael!

                                              FREEZE FRAME

                                              FADE OUT

                        END OF ACT THREE

                            ACT FOUR

     FADE IN

     INSIDE THE DUCT - MICHAEL

     is barely conscious, groggy as he's pulled toward:

     THE FAN

     Its enormous blades spinning at top speed.

     RESUME MICHAEL

                               K.I.T.T.
               Michael?!  What happened?  Answer me!

     Michael reacts, coming to finally, snaps awake.  Looks over
     his shoulder with horror; fights to get a hand hold.

     CLOSE ON THE DUCT WALL

     Where two sections are joined.  Michael's fingertips claw
     and finally get a temporary hold on the raised seam.  His 
     fingers start losing their grasp.

     RESUME MICHAEL

                               MICHAEL
               Kitt!  I'm still in the duct!
               Locate the turbine and turn it off!
               Now!

     K.I.T.T.'S MONITOR - INTERCUT AS NEEDED

     a schematic of the whirling fan blades.  A pulsing circle
     appears over them.

                               K.I.T.T.
               That should do it.

     The graphic blades stop spinning, but:

     THE FAN BLADES 

     keep whirling still pulling Michael toward them.

                               MICHAEL
               The motor stopped but the blades are 
               still going, pal!

                               K.I.T.T.
               Those fans have minimum friction
               bearing, Michael.

                               MICHAEL
               I've got to find a way out of there!

     Michael fights the pull of the fan; spots:

     A HATCH IN THE DUCT

     he kicks it open with his foot.  We widen as Michael dives
     for the open hatch.

     OUTSIDE THE DUCT

     as Michael tumbles out the hatch, falling into space from 
     high above the stage floor.  At the last instant he grabs a 
     rope that dangles from the catwalks and swings on the 
     counter-weighted line down toward:

     THE FLOOR OF THE STAGE

     as Michael arrives on the rope and lands.  He catches his 
     breath and reacts to ---

                               K.I.T.T.
               Are you all right?

                               MICHAEL
               Yes.  That was quite a ride, but I 
               wouldn't recommend they make it part 
               of the studio tour.

     Michael crosses toward the door to leave and we:

                                              CUT TO

     EXT. MILLENIUM STUDIOS - MORNING - ESTABLISHING

     as K.I.T.T. pulls up outside Karen Bennett's office and 
     Michael gets out.

     INT. KAREN BENNETT'S OFFICE - NIGHT

     Karen, running on adrenaline, leans over Kent giving him 
     orders.  He encodes at his word processor as she talks.

                               KAREN
               -- and notify Studio Security.  We're
               doing that big stunt sequence in the 
               morning, and I want every available 
               guard assigned to the back lot.

                               KENT
                      (encoding)
               Done.

                               KAREN
               Don't know what I'd do without you.

                               KENT
               Don't forget my little friend here.

     As he taps the word processor and Michael enters.

                               MICHAEL
               I found the Phantom's headquarters.
                      (off their
                       looks)
               The electrical control room next to
               Stage 12.  Have Security post some 
               people there, too.

                               KAREN
               Of course.  Any idea who the Phantom
               is?

                               MICHAEL
               Right now it's looking like Gavin.
               The twenty million he put into 
               Raging Sky wasn't his own.  He's in
               debt to some very heavy hitters.

                               KENT
               Don't be so surprised, Mr. Knight.
               No producer worth his car phone
               would put his own money in a movie.

     Karen silences Kent with a look.

                               KAREN
               Have you notified the police?

                               MICHAEL
               To tell them what?  That a guy who's
               produced twenty-six features is 
               running around in a phantom suit?
               We have to catch him in the act.
               And I have a feeling I'll make 
               pretty good bait.

     They hold a look and we:

                                              CUT TO

     OMITTED

     EXT. PARKING LOT - NIGHT

     Gavin, in a foul mood, walks hurriedly to his car.  As he
     arrives, the Phantom steps forward out of the darkness.

                               GAVIN
                      (aghast)
               What are you doing here?

                               PHANTOM
               I have some bad news.  Knight's 
               found out about your backers.  That
               makes you look suspicious, which 
               makes them nervous.

                               GAVIN
               You have a job to do.  It is not 
               your concern.

                               PHANTOM
               Of course it is.  I'm here to 
               protect their interests.  Why else 
               do you think they insisted you get 
               me a job on the lot.  It was part of 
               the deal.

                               GAVIN
               What about our deal.  I've paid you
               a lot of money.  You work for me, 
               too.

     The Phantom pulls a handgun with a silencer on Gavin.

                               PHANTOM
               True.  But, unfortunately, it's come
               down to you or them.  Didn't you 
               learn anything from all those 
               B-movies you've produced?

     He shoots.  Gavin falls to the tarmac, dead.  The Phantom 
     quickly and quietly disappears into the blackness.

                                              CUT TO

     EXT. MILLENIUM STUDIOS - BACK LOT - DAY - TO ESTABLISH

     Furious activity as everyone rushes about, especially the 
     special effects and stunt crews.

     ON MICHAEL

     wearing the same leather jacket and boots Travis wore in
     the first scene.

     He stands behind the cameras next to K.I.T.T.

                               MICHAEL
               We're getting pretty close to show 
               time, Kitt.  Scan the ammo we'll be 
               using.

                               K.I.T.T.
               Right away, Michael.

     RC3 crosses the set and joins Michael.

                               RC3
               I've scoped the whole area.  No sign
               of Gavin anywhere.

     Michael winces disappointed; thinks a beat; reacts to:

                               K.I.T.T.
               My chemical scan indicates that 
               every round is a blank.

                               MICHAEL
               Thanks, pal.  That means Gavin must 
               have something else in mind.

     As Michael contemplates this realization, Tobey comes up 
     with Liz.

                               TOBEY
               Mr. Knight, I need you for a 
               run-through.

                               LIZ
               Come on, honey.  A desperate,
               vulnerable girl on the run always 
               needs a strong man at her side.

                               MICHAEL
               You got him.
                      (to RC3)
               Keep looking for Gavin.  I'd feel a 
               lot better knowing he's ---

     Michael bites off the sentence in reaction to Bonnie who 
     hurries toward him.  Michael and RC3 step aside, joining 
     her.

                               BONNIE
               Security found Gavin in the parking
               lot this morning, dead.

                               MICHAEL
               What?  That means the Phantom's 
               still out there.

                               RC3
               Yeah.  And he could be just about 
               anybody.

     They turn and look over the set, as we intercut:

     VARIOUS SHOTS

     The crew -- the grips -- other studio personnel -- Tobey
     and Liz lots of animated activity.  The last shot in the 
     sequence is ---

     A TERRORIST

     who leaps forward with an Uzi.  We pull back revealing 
     we're watching a rehearsal as Michael mimes a karate kick,
     then a chop.  The "terrorist" falls back.  Tobey nods his 
     approval of Michael's performance.

                               TOBEY
               Not bad for a guy with no training.
                      (to the crew)
               Let's do one!

     As the crew members hustle into position.

     BONNIE

     looks out at the set from behind the director's chair.

     RC3

     slowly moves through the crowd, on alert, and does a take
     when he sees:

     THE MONK'S ROBE

     billowing as it disappears around the corner of a stage.

     RESUME RC3

     as he hustles after the Phantom.

     ANOTHER ANGLE - STAGE

     as RC3 comes around the same corner where we saw the monk's
     robe.  He stops, puzzled, when he sees the street branches 
     out between several stages -- no sign of the Phantom.  As 
     he looks around:

     THE PHANTOM

     leaps out from behind the motor home and whaps him across 
     the back of the head with the butt of a revolver.  RC3
     falls to the ground.  The Phantom runs, leaving a 
     semiconscious RC3 behind.  He tries to shake it off;
     reaches for his walkie-talkie.

     EXT. FRONT OF BAR - DAY

     as the prop man hands Michael his Uzi.  Tobey pats him on 
     the back, then shouts through his bullhorn.

                               TOBEY
               Places everyone!

     As he heads back to the cameras, Michael reacts to:

                               RC3'S VOICE
               Michael!

                               MICHAEL
                      (comlink)
               RC?  What's going on?

     INTERCUT - RC3

     still trying to shake it off, on walkie-talkie.

                               RC3
               I spotted him, Michael.  But he got
               away.  He's still out there.

     Off Michael's reaction, we:

                                              CUT TO

     INT. THE BARN - DAY

     One of the prop people finishes putting soot on the 
     windshield of the stunt car.  As he heads off the stunt
     driver is about to get into the car -- when a hand karate 
     chops him down.

     ANOTHER ANGLE

     to reveal the Phantom in his monk's robe.  He steps over
     the fallen stunt driver and crosses to the front of the car.

     CLOSE ON THE CAR

     as the Phantom pops the hood revealing machine-guns mounted
     beneath it.  He removes the clip from one of them and 
     replaces it with another.

     RESUME FRONT OF BARN

     Everyone poised.  Tobey and the camera operator high on a 
     crane.

                               TOBEY
                      (bullhorn)
               Now remember -- Mike and Liz are 
               running toward the barn.  The car 
               blasts through the doors after,
               after they take out the guy with the
               rocket launcher.  Everybody got it?

     The crew ad-libs affirmative replies and wait for his signal.

     RESUME PHANTOM - INSIDE THE STUNT CAR

     as he gets behind the wheel then places an attache case on
     the seat next to him and opens it revealing a remote-control
     unit.

     RESUME DIRECTOR

                               TOBEY
               This is a take.  Roll sound...Camera
               ...Action!

     ON MICHAEL AND LIZ

     He grabs her hand and they run across a field toward the 
     barn.  Terrorist one emerges from cover and blocks their 
     path -- Michael karate chops him down.  As they scramble,
     terrorist two yanks out an Uzi -- but before he can fire,
     Michael fires his Uzi and cuts him down.

     INT. BARN - ON THE PHANTOM'S CAR

     as he steps on the gas and rockets toward the barn doors.

     WITH MICHAEL AND LIZ - ANGLES AS NEEDED

     As they sprint toward the barn, a third terrorist appears
     and fires a shoulder-mounted rocket launcher.  Michael and 
     Liz hit the deck as the ground explodes beside them.  Then
     Michael fires his Uzi, taking out the terrorist.

                               LIZ
               This way, Dirk, hurry!

     As she grabs Michael's hand, and they run ---

     THE BARN DOORS

     explode open as the stunt car blasts through them.

     RESUME LIZ AND MICHAEL

     Michael stops short and yanks her back.

                               MICHAEL
               Hold it!

                               LIZ
               Oh my God!

     Michael and Liz start to back away when they see:

     THEIR POINT OF VIEW - THE STUNT CAR

     The engine growling, the dust clearing, the Phantom's
     grotesque face behind the windshield.

     INSIDE THE STUNT CAR

     The Phantom triggers his controls, and ---

     ANGLE ON CAR

     as the two machine-guns mounted behind the grille open fire.

     RESUME MICHAEL AND LIZ

     Michael yanks her down and behind a feed storage box as 
     bullets punch holes and splinter the wood next to them.

                               LIZ
               Hey!  Those bullets are real!

                               MICHAEL
               Kitt, pick us up now!

     K.I.T.T.

     auto-starts and, to Tobey's astonishment, rockets onto the 
     set.

                               TOBEY
               I didn't cue a black car!

     THE SCENE

     as K.I.T.T. cuts in front of the Phantom's car, machine-
     guns still blazing.  The bullets spark harmlessly off 
     K.I.T.T.'s windows and shell as he pulls in front of
     Michael and Liz, protecting them.  K.I.T.T.'s door pops
     open.

     INSIDE K.I.T.T.

     As Michael and Liz get in, the bullets spatter flame on the
     windows.

                               MICHAEL
               Hang on!

     Michael hits the pedal, takes the wheel and spins K.I.T.T.
     around.

     SCENE

     As the Phantom's car takes off, K.I.T.T. does a tire-smoking 
     180, and pursues.

     A SERIES OF SHOTS

     as the Phantom's car blazes down a studio street, cuts 
     through a narrow byway.  K.I.T.T. roars right behind.

     EXT. STUDIO TOUR - GALACTICA - DAY

     The Phantom takes his car inside, K.I.T.T. follows.  The 
     chase continues through the tunnel.

     INT. PHANTOM'S CAR - ON THE PHANTOM

     as he presses switches on his remote-control unit.

     RESUME THE TUNNEL

     and Galactica comes to life, with a burst of lighting and 
     other effects.

     INSIDE K.I.T.T. - ON MICHAEL

     Dazzled and confused by the light, he slows down.

                               K.I.T.T.
               How is he doing that, Michael?!
               He's not in the control room!

                               MICHAEL
               He must have a remote hookup!  Help
               me out, pal!  I can barely see him!

     K.I.T.T.'S MONITOR

     comes to life, tracking the Phantom's car.

     EXT. GALACTICA AND PARKING LOT

     The Phantom's car shoots out of the tour.  Pedestrians
     scramble as it careens between parked cars, up an 
     embankment towards a road.

     RESUME INSIDE K.I.T.T.

                               K.I.T.T.
               He's outside, Michael.  He's over 
               that hill and getting away!

                               MICHAEL
               Let's cut him off!  Hold tight, Liz!

     THROUGH THE WINDSHIELD

     as K.I.T.T. exits the Galactica tunnel into the parking 
     lot, the parked cars come closer.  Liz screams.

     ON DASH

     Michael hits turbo boost.

     ON MICHAEL AND LIZ

     are thrown back by the G-force....

     ANGLES AS NEEDED

     K.I.T.T. sails over the parking lot and....

     VARIOUS SHOTS

     of astounded tourists.

     ROAD - DAY

     as K.I.T.T. lands and pursues the Phantom's car down the 
     hill and back towards the lot.

     ON STUDIO STREET

     The Phantom's car speeds by, K.I.T.T. right behind.

     EXT. BARN SET - DAY

     Onlookers rush out of the way as the two vehicles blast
     back onto the set.

     TOBEY

     reacts and shouts at his cameraman.

                               TOBEY
               Keep rolling!  Keep rolling!  We'll 
               use it somehow!

     INSIDE K.I.T.T. - ON MICHAEL

                               K.I.T.T.
               Well, Michael, shall we bring this 
               legend to an end?

                               MICHAEL
               Yeah.  And I know just what'll become 
               this legend most.

     And as Michael pushes the appropriate button:

     VARIOUS ANGLES - THE PHANTOM'S TIRES

     as the valves blow and they go flat.

     SCENE

     The Phantom's car wobbles to a stop.  The Phantom leaps
     out.  As K.I.T.T. screeches to a stop next to him, Michael
     jumps out and grabs him and puts him away with a karate 
     combination.  He pulls him to his feet.

     CLOSE ON THE PHANTOM'S MASK

     as Michael rips it off, revealing Kent.

     RESUME THE SCENE

     as RC3, Bonnie, and two studio security men rush up to them
     and react.

                               MICHAEL
               This is how the game is played,
               Mr. Kent.

     Michael, Bonnie and RC3 react as the actors and crew behind
     them burst into applause, and we hear ---

                               TOBEY'S VOICE
                      (shouts)
               Cut!

                                              FREEZE FRAME

                                              FADE OUT

                         END OF ACT FOUR

                               TAG

     (TO FOLLOW)





                             THE END