KNIGHT RIDER: KNIGHT OF A THOUSAND DEVILS

EXEC. PRODUCERS: Glen Larson, Robert Foster
PRODUCER: Gino Grimaldi
SUPV. PRODUCERS: Burton Armus, Bruce Lansbury

Production #60228
5th Draft - January 6, 1986 (F.R.)

Teleplay: .................. Peter Allan Fields
Director: .................. Gino Grimaldi

                              
                                ACT ONE

     FADE IN

     EXT. WALLED ESTATE IN HILLS - DAY - FULL SHOT - ESTABLISHING

     a high-wall mansion-like estate in the hills above the city.

     MICHAEL AND K.I.T.T.

     parked inconspicuously nearby.  Michael and plainclothes
     federal agent Lew Jonas stand talking outside.

                               MICHAEL
               Getting close, Lew.  About time to
               move in.

                               JONAS
               My men are almost in position ---

     He gestures to a ND sedan in the b.g. where three federal
     agents are moving off toward the estate with shotguns.

                               JONAS
                      (continuing)
               -- fifteen, twenty seconds.

                               MICHAEL
               Good, cause I'm starving.
                      (off Jonas'
                       look)
               Dinner's on you if we nail Becker 
               this time.  Remember?

                               JONAS
               Right.  But that's me, not we who's
               nailing him.  You're here to monitor
               that homing pulse.  Nothing else.
               This is ---

     Michael interrupts; parrotting back what he's heard a dozen
     times before.

                               MICHAEL
               This is a federal operation.
               Whatever happens, I stay out of it.
               I know, Lew.  I know.

                               JONAS
               That's what you said the last time
               but ---

                               MICHAEL
                      (smiles
                       knowingly)
               Fifteen seconds are up, Lew.  Good
               luck.

     Jonas nods; eyes Michael a beat; smiles and moves off after
     his men.  Michael turns and gets into K.I.T.T.

     OMITTED

     INSIDE K.I.T.T.

     as Michael settles behind the wheel.

                               MICHAEL
               Our friend Becker behaving himself,
               pal?

     INSERT - K.I.T.T.'S SCREEN - CLOSE

     A bright, pulsing dot moves within one area of the floor
     plan of the estate (which appears on K.I.T.T.'s screen).

                               K.I.T.T.
               Yes and the pulsing dot indicates he
               hasn't yet discovered the watchband
               transmitter planted on him.

     OMITTED

     EXTREME CLOSEUP - BECKER'S WRISTWATCH AND BAND

     Very expensive.  As we begin to pull slowly back revealing
     the arm adorned by the watch, filling an attache case
     with money.

     INT. ESTATE - FRONT FOYER - DAY

     Where the owner of the wristwatch, and the money-stuffed
     attache proves to be Ronald Becker, age forty-six.
     Impeccably tanned, tailored and manicured, Becker's charm
     resides in his rakish lack of polish.  As he closes and
     locks the attache case:

     SCHNEIDER

     carrying a single suitcase he enters the foyer through an
     archway in b.g.  He hands the suitcase to Becker who smiles
     appreciatively.

                               BECKER
               Thank you, Schneider.
                      (caustic)
               As you by now have undoubtedly 
               guessed, I'm going somewhere.

     With animal quickness Becker takes a silencer-affixed
     handgun from the folds of the raincoat on the table; and
     levels it at Schneider.

                               BECKER
               And since I can't simply fire my old
               partners, you are also going some-
               where.

     Becker fires; Schneider drops.

     INCLUDING MARCUS

     as he arrives in the archway.  He regards the body poker-
     faced.  Becker hands him the gun.

                               BECKER
                      (indicates 
                       body)
               Send that out to be stuffed, or
               something, will you?

     Now, both men react to the electronic beeping of the
     surveillance system.  They look up toward:

     TV SURVEILLANCE MONITOR (SHOWING EXT. - ESTATE - INNER
     WALL AREA - GATE)

     The TV screen shows four plainclothes Federal agents
     breaking the front gate lock from within.  Weapons out and
     ready.

     RESUME - BECKER AND MARCUS

                               BECKER
                      (smiles)
               Feds are getting smarter these days,
               Marcus.  Take care of them.

     Marcus nods and moves off quickly.

     EXT. ESTATE - FRONT PATIO - DAY - FAVORING AGENTS

     as they move toward the creek bed and into the patio area.

     OMITTED

     ANOTHER ANGLE - MARCUS

     appears from the garage area with a semi-automatic and opens
     fire.

     RESUME THE AGENTS

     caught in the gun fire, they're cut down in midpatio.

     MICHAEL AND K.I.T.T.

     are galvanized into action by the sound of the O.S.
     shooting.

                               MICHAEL
               Go, Kitt!  Go!

     K.I.T.T. and Michael beeline toward the outer wall of the 
     estate.

     OMITTED

     ON THE GATES

     K.I.T.T. rockets between the gates left open by the agents
     earlier.

     OMITTED

     REVERSE ANGLE

     K.I.T.T. comes into the patio area and screeches to a stop
     near Jonas' body.

     OMITTED

     INT. ESTATE - WINDOW - MARCUS

     watching for a beat; then turns and heads back towards the
     O.S. main area of the house.

     EXT. ESTATE FRONT PATIO - DAY - MICHAEL

     exits K.I.T.T.; crosses to Jonas' body; crouches examining
     him.

                               MICHAEL
               Lew!  Lew?!  Scan his vitals pal!

                               K.I.T.T.
               I'm afraid he's gone, Michael.  But
               the other three are alive.  I'll call
               for assistance.

     Michael remains crouched over his friend for a few anguished
     beats.  Then, he rushes for the front door of the house --
     bursts it open with his shoulder; takes a step inside.

     INT. ESTATE - FRONT FOYER

     Michael stops short as he sees;

     MICHAEL'S POINT OF VIEW - BECKER'S CLOTHING AND JEWELRY

     on the floor at Michael's feet.

     RESUME MICHAEL

     Picks up Becker's wristwatch -- uses his wrist transceiver.

                               MICHAEL
               Kitt...Are you monitoring Becker?

     EXT. ESTATE FRONT PATIO - K.I.T.T. - INTERCUT

                               K.I.T.T.
               His wristwatch indicates he's right 
               there with you, Michael.

                               MICHAEL
               His watch is.  But he isn't.  We
               lost him.

     On Michael's frustrated reaction, we:

                                              CUT TO

     OMITTED

     EXT. KNIGHT INDUSTRIES - DAY - FULL SHOT - ESTABLISHING

                               DEVON (V.O.)
               Ronald Becker is quite probably the
               most....

     INT. DEVON'S OFFICE - DAY - MICHAEL, DEVON, BONNIE AND RC3

     Devon is behind his desk; the others stand.

                               DEVON
               ...financially successful mobster in
               U.S. history.  Stock swindles, 
               international computer fraud....

                               MICHAEL
               And murder -- Lew Jonas was the best.
               Hard to believe he's gone.  I'm going
               to nail Becker if it's the last thing
               I do!

     Bonnie lays a comforting hand on Michael's shoulder.

                               BONNIE
               Washington estimates Becker's
               amassed a billion-dollar fortune.

                               RC3
               Did you say 'billion'?  That's with 
               a 'B,' as in....

                               DEVON
               Yes.  The man has swindled the life
               savings of a great many people,
               Reginald.  The Foundation has decided
               to act on behalf of those thousands
               of hardworking citizens.

                               MICHAEL
               Who'll have no chance at all of
               getting back their money if Becker
               makes it to South America.

                               DEVON
               Naturally, even the smallest of
               airfields is being covered; every
               train and bus depot....

                               RC3
               Bus depot?  The man's loaded, he's 
               gonna take the bus?

                               MICHAEL
                      (to Devon)
               There's got to be a place to start
               looking for this guy...Business
               associates, friends, girl friends....

                               BONNIE
               All three describe a certain 
               Mrs. Claudia Torrell ---

     CLOSE - CLAUDIA'S FACE

     She's a physically stunning business person in early to
     midthirties.

                               BONNIE'S VOICE
                      (continuing)
               ...Sportswoman, on the Best Dressed
               List; designs and builds exotic
               vehicles and races them.

     During the above, we pull back outside Claudia's warehouse.
     She is supervising mechanics who are working on a number
     of Baja racers parked around her.  In contrast to the 
     mechanics coveralls she's dressed in chic expensive
     business clothes.

                                              CUT TO

     OMITTED

     EXT. CLAUDIA'S WAREHOUSE - DAY

     as Michael gets out of K.I.T.T.; spots Claudia and moves
     toward her, passing ---

     MARCUS

     running a soft, polishing cloth over the finish of one
     of the cars.  He does a take as he recognizes Michael.

     OMITTED

     RESUME CLAUDIA

     as Michael approaches and she reacts.

                               CLAUDIA
               May I help you?

                               MICHAEL
               You will if you'll get a message to 
               Ronald Becker for me.

                               CLAUDIA
               Sorry.  I have no idea where Ronnie
               Becker might've gone.

                               MICHAEL
               I'll pay a lot of money, Ms. Torrell.
                      (before she
                       can reply)
               Not to see him:  not even to talk to
               him myself.  I'll trust you to do that.

                               CLAUDIA
                      (dubious)
               So nice to be trusted.

                               MICHAEL
               I worked at one of the banks Mr. Becker
               'cashed in on.'  I made my own little 
               bundle while he was making his.

                               CLAUDIA
               And now you just want me to thank 
               him for you.

                               MICHAEL
               He's going to be setting up shop again.
               I'm going to be working with him.
               Tell him that for me.

     ANGLE 

     Marcus catches Claudia's eye; covertly beckons her to join 
     him.

                               CLAUDIA
                      (dismissing
                       Michael)
               Why don't you just -- Go into
               business for yourself.

                               MICHAEL
               I have.  Any new computer system he
               sets up, I can raid at will.
                      (as she pauses)
               Tell him, he takes me in, or...I
               take him off.  Anywhere he goes.

     She looks at him closely -- decides to handle Marcus first;
     crosses and begins a brief, secretive discussion (MOS) with
     Marcus.  As she does so:

     CLOSE - MICHAEL

     surreptitiously speaking into his comlink.

                               MICHAEL
               Kitt, try to get an ID on the guy
               she's talking to, will you?

                               K.I.T.T.
               I can't Michael.  The angle puts him
               out of my line of view.

     Claudia finishes with Marcus and returns.

                               CLAUDIA
               I might be able to deliver your
               message but some things I'll have to 
               know first.

                               MICHAEL
               Whatever it takes.  Shoot.

                               CLAUDIA
               Not now; we could be overheard.
               Tonight; ten o'clock.  Pull your
               car in through those doors.

     She indicates a set of doors further down the warehouse
     wall.  Michael eyes her, nods ---

                                              CUT TO

     OMITTED

     EXT. PARK AND BRIDGE - DAY

     as De Lorca's limousine pulls in from the street.

     FAVORING BECKER

     as he gets out of his car.  He's nervous and glances
     back to check the position of Hood #1 behind him, then
     crosses toward:

     OMITTED

     DE LORCA'S LIMOUSINE

     as the door opens and Roderigo De Lorca, fifty, studiously
     suave, and decorator-designed emerges.  Where Becker is
     the gut-reacting privateer, De Lorca's frigidity is
     polished to perfection.  He moves off toward Becker's
     position.

     OMITTED

     BECKER AND DE LORCA

     as De Lorca arrives to stand alongside Becker.

                               DE LORCA
               You're looking just wonderful, Becker.

                               BECKER
               You said one million dollars cash.
               It's in my car.

     Becker nods to his Hood #1; De Lorca nods, in turn, to his
     bodyguard/chauffeur who follows #1 off toward Becker's car.
     Both wary of each other.

                               DE LORCA
                      (noting wariness)
               We've been adversaries for a long time,
               Becker.  Now let us adjust to being
               associated.

                               BECKER
               I'll tell you what I'd like to adjust,
               De Lorca.  I'm paying you a million
               dollars for a lousy one-way ticket to
               South America.  I'd like to adjust
               the price.

                               DE LORCA
               It's a bargain considering it's the
               only ticket available.  Every agent in
               the country is looking for you.  The
               only way you'll get into Mexico, let
               alone South America, is the way I've
               arranged...
                      (beat)
               ...and you know it.

                               BECKER
               Okay, what about citizenship papers,
               passport, official ID -- That all
               taken care of?

                               DE LORCA
                      (nods)
               Awaiting your arrival.  And you have
               brought the documents transferring 
               your assets?

                               BECKER
               I brought them --
                      (off De Lorca's
                       look)
               -- I haven't signed them.

     De Lorca studies Becker a beat; levels a cold, penetrating
     look at him.

                               DE LORCA
               Remember the million buys your freedom --
                      (warning)
               -- The billions you'll be investing with
               me will insure it.
                      (softens; smiles)
               That and the special skills of
               Miss Torrell.  I'd expected she might
               be with you.

     ON BECKER

     A smile.

                               BECKER
               The lovely Miss Torrell is about to
               skillfully eliminate a potential
               troublemaker.

     On De Lorca's reaction, we:

                                              CUT TO

     OMITTED

     EXT. WAREHOUSE - NIGHT - MICHAEL AND K.I.T.T.

     as they reach the entrance; and pull to a stop.  Michael
     eyes the place a beat...then:

                               MICHAEL
               Scan the place, pal.  I want to be
               sure Miss Torrell hasn't brought
               along backup.

                               K.I.T.T.
               As a matter of fact, no one is here.

                               MICHAEL
               Check the place out while we wait
               for her.

     INSIDE K.I.T.T.

     as Michael and K.I.T.T. roll slowly into the ominously
     darkened warehouse.

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

     as K.I.T.T. sweep-scans the interior.

                               K.I.T.T.
               I'm detecting tools and engine parts,
               Michael.  The kind used in constructing
               automobiles.

     Michael pulls K.I.T.T. to a stop.  He gets out and crosses
     between work benches and equipment; pauses at:

     OMITTED

     A TABLE

     on which engineering drawings of Baja Buggies and engines
     displayed.  As Michael passes his comlink over them:

                               MICHAEL
               Photograph these drawings.

     EXT. WAREHOUSE - NIGHT

     As a pickup truck comes around from the rear of the
     warehouse.  Marcus is the driver.  Hood #1 stands in the 
     bed with a semi-automatic and opens fire on:

     A ROW OF FIFTY-GALLON DRUMS

     that are lined up along the exterior wall of the
     warehouse.  As the rounds puncture the drums and fuel pours
     out onto the ground, we ---

     RESUME MICHAEL

     as he reacts to the gunfire.

                               MICHAEL
               Not the greeting I expected.  What's
               going on?!

     OMITTED

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

     to see the molecular structure of gasoline develop across
     the screen.

                               K.I.T.T.
               The shots were fired outside.  My
               sensors are detecting volatile fumes.

     OMITTED

     CLOSE ON A ROAD FLARE

     as Hood #1 strikes it on the steel bed of the pickup.  It
     "explodes" to life.  He holds it high like a torch then
     throws it.

     THE FLARE

     pinwheels through the air toward:

     THE FUEL DRUMS

     along the side of the warehouse.  The flare lands in a
     puddle of gasoline.  In an instant the row of drums becomes
     a blazing inferno.  Marcus and Hood #1 take off in the 
     pickup.

     RESUME MICHAEL

     as he reacts to the whoosh; whirls to see:

     MICHAEL'S POINT OF VIEW - WAREHOUSE DOORS

     the flames leaping up and blocking the outside.  The
     entire opening a sheet of flame.

     RESUME MICHAEL

     The orange glow of the flames on his face; smoke starting 
     to billow around him.

                               MICHAEL
               This whole place is going to go up.

     OMITTED

     FUEL DRUMS

     engulfed by roaring flames some fuel drums start to 
     explode.

     OMITTED

     MICHAEL

     trapped, as the flames build.

                                              FADE OUT

                         END OF ACT ONE

                             ACT TWO

     FADE IN

     INT. WAREHOUSE - NIGHT - MICHAEL

     About to be enveloped by the flames.  K.I.T.T. screeches to
     a stop next to him.

                               K.I.T.T.
               Hurry, Michael before the building 
               explodes!

     Michael jumps behind the wheel.

                               MICHAEL
               Okay, buddy.  Give me everything
               you've got!

                               K.I.T.T.
               That won't be possible.  The intense
               heat is affecting my power plant.

                               MICHAEL
               Let's hope you've got enough left to
               get us out of here!

     Michael slams K.I.T.T. in gear and tromps on the accelerator.
     K.I.T.T.'s engine hesitates; makes a sickly whine; finally
     roars with authority.

     EXT. WAREHOUSE DOORS - NIGHT

     as K.I.T.T. explodes through the flames.

     WIDE - THE SCENE

     as the warehouse erupts in a massive explosion.

     K.I.T.T.

     screeches to a stop and a safe distance away.

     MICHAEL

     His tense reaction at what he's escaped.

                                              CUT TO

     INT. DEVON'S OFFICE - DAY - CLOSE ON COMPUTER DRAWINGS

     to see a hard copy reproduction of the Baja Racer engineering
     drawings K.I.T.T. photographed at the warehouse.  We widen to
     include Bonnie, Michael, Devon and RC3 who's working on his
     motorcycle.

                               DEVON
               Looks like a carefully constructed
               train wreck.

                               RC3
               Come on, Boss, stop putting down my
               wheels.

                               MICHAEL
               He meant these drawings, RC.  Got 'em
               before the place blew up.  That's an
               off-roader, Devon.  Setup's perfect
               for a Baja race.

                               DEVON
               A...what kind of race?

     RC3 crosses from his cycle and joins them.

                               RC3
               The Baja Five Hundred; Baja One
               Thousand...They're races run in open
               country along Mexico's Baja
               Peninsula.

     Bonnie turns to her monitor; encodes; some scheduling data
     appears.

                               BONNIE
               Not at this time of year.

                               MICHAEL
               Wait a minute...That warehouse was
               full of Baja buggies this afternoon
               but it was empty tonight.  Where are
               Claudia Torrell's cars if she's not
               racing them?
                      (beat)
               Bonnie, run a search for any other
               race that requires Baja type equipment.

     As Bonnie encodes at her computer.

                               BONNIE
               Something tells me we'll be setting 
               up Kitt for a little off-road action.

     Data prints out across the monitor.  Bonnie shakes no.

                               BONNIE
               I can't find any races that are sanc-
               tioned but sometimes the Los Mil
               Diablos is run this time of year.

                               MICHAEL
               That's the thousand miler that starts
               in the states and ends in Mexico.

                               RC3
               Right, it was outlawed by both
               countries, but these guys are
               fanatics.  They run it anyway if they
               can find a sponsor.

                               MICHAEL
               I'll bet they had no trouble finding
               one this year --
                      (off reaction)
               Becker -- can you think of a better
               way to get across the border than an
               off-road race designed to hide the 
               participants!

                               DEVON
               Where's the starting line of the 
               Mil Diablos this year?

                               BONNIE
               It's always a well kept secret.  It
               could be any one of a half dozen
               towns along Route 107.

                               RC3
               It could take days to check 'em all
               out Michael.

                               MICHAEL
               I don't care how many days it takes.
               I owe it to Lew Jonas' wife and kids.
               You start at one end and I'll start
               at the other.

     RC3 reacts, then smiles...He crosses to his cycle.  Michael
     crosses to K.I.T.T. and we:

                                              CUT TO

     OMITTED

     THE HIGHWAY

     as K.I.T.T. and RC3 on his cycle reach a point where the 
     road forks.  They come to stops.  Michael and RC3 exchange
     a thumbs up, then zoom off on opposite forks.

                                              CUT TO

     OMITTED

     EXT. CLAUDIA'S MOTOR HOME - DAY

     as the same pickup we saw at the warehouse pulls to a stop.
     Marcus still at the wheel; Claudia now in the passenger 
     seat next to him.  As they exit the truck cab:

     OMITTED

     ANGLE - FAVORING BECKER

     He emerges from the motor home.  Claudia hurries toward him
     arms outstretched and pulls him into an embrace.

                               CLAUDIA
               Ronnie, I've been so worried.

     He holds her off a beat; looks to Marcus for ---

                               BECKER
               That troublemaker taken care of?

                               MARCUS
                      (nods)
               Up in smoke.

     His concern segues to a smile.

                               BECKER
               Come on Claudia -- You look beautiful.
               Nothing to worry about; De Lorca's
               covered everything; he'll be waiting
               for us across the border.

     Arm in arm with her, he steers Claudia back toward the 
     motor home.  As they go:

                               BECKER
               If you don't like De Lorca's country,
               I'll buy it and you can remodel.

                                              CUT TO

     OMITTED

     EXT. SMALL TOWN - HIGHWAY - DAY

     as Michael and K.I.T.T. blow through the sleepy town that
     is clearly not the start point of the race.  Pan K.I.T.T.
     flashing by us and receding into distance.

     INSIDE K.I.T.T. - DAY

     as Michael drives.

                               MICHAEL
               One town down, four to go.  If we
               don't hit it soon we may find
               ourselves racing Becker to catch him.

                               K.I.T.T.
               If you don't mind, I'd prefer cap-
               turing Mr. Becker before the starter
               drops his flag.

                               MICHAEL
               Can't say I blame you.  We'll be up
               against some pretty stiff competition.

                               K.I.T.T.
               Now just one moment, Michael ---

     EXT. FARTHER ALONG HIGHWAY - DAY - MICHAEL AND K.I.T.T.

     They continue zooming along.

                                              CUT TO

     OMITTED

     EXT. LAS FLORES MAIN STREET - NIGHT - FULL SHOT -
     ESTABLISHING

     Too busy for this small, desert community.  All manner of
     people from everywhere -- some revving engines as they
     cruise the street in 4x4 minis and vans, etc.

     FOLLOWING MICHAEL AND K.I.T.T.

     as they roll down this main street filled with off-roaders
     and their fans.

                               K.I.T.T.
               I believe we've found the starting
               point.

     INSIDE K.I.T.T.

                               MICHAEL
               Yes.  Going to be fun trying to find
               Becker in this mob...Even Becker has 
               to eat.

     Michael turns toward the Las Flores Cafe.

     OMITTED

     EXT. CLAUDIA'S MOTOR HOME - NIGHT - TO ESTABLISH

     INT. CLAUDIA'S MOTOR HOME - NIGHT

     Becker is studying some maps on the fold-out table.  Claudia
     and Marcus enter and join him.

                               MARCUS
               Radios are set to the special
               frequency, Mr. Becker.  You'll be
               able to talk to all our cars.

     Becker nods curtly, swings a look to Claudia.

                               BECKER
               I'm not in love with bouncing all
               over the desert.

     Claudia puts a comforting hand on his shoulder; starts
     massaging his neck muscles, settling him down.

                               CLAUDIA
               It's going to be okay, Ronnie.  Maybe
               you're hungry.  You know how you get 
               jumpy when you don't eat.

                               BECKER
                      (eases; smiles, 
                       nods)
               We've been together too long, Claudia.
               You know me better than I do.
                      (to Marcus)
               Marcus?  Get us something to eat.

     Marcus nods and exits the motor home.

                                              CUT TO

     OMITTED

     INT. LAS FLORES CAFE - NIGHT

     Music blasts from a juke box, as Michael makes his way
     through the crowd toward the counter and reacts to the
     squeals of ---

     THREE "PLAYMATES"

     shooting a game of pool.  A crowd of race drivers gathered
     around observing the action.  The gals wear tight tank tops
     and shorts.  Call them Bambi, Pastri and Candi.

     CLOSE ON BAMBI

     as she stretches across the table with her cue stick to
     make a shot, thereby displaying her "ample."  The moment
     is appreciated by:

     A GROUP OF DRIVERS

     watching from the opposite side of the table, as Michael
     joins them.  They cheer and applaud as Bambi strokes the
     ball and it drops into the pocket.  She thinks they're
     applauding the shot.

                               BAMBI
               Gee guys thanks!

     One driver peels a twenty-dollar bill from a roll.

                               DRIVER
               Twenty bucks says you can't make
               that shot again.

     He swings a conspiratorial grin to his buddies who elbow
     each other and ad-lib encouragement to the Playmate.

                               BAMBI
               My mother taught me never to take
               money from strangers.

                               PASTRI
               Mine didn't.  I'll do it!

                               CANDI
               Wait a minute, what about me?

                               MICHAEL
               Don't argue girls.  I'm sure these
               gentlemen will make sure you all 
               get a turn.

     The drivers laugh and ad-lib total agreement.  Michael
     moves off as the Playmate leans across the table with her
     cue stick; we go to:

     OMITTED

     ANOTHER ANGLE - COUNTER - MICHAEL

     settles onto a stool.  Waitress Ana Lucia Cortez, age
     twenty-four approaches him.  She is quite striking; quite a
     pleasant person.

                               MICHAEL
               Hi!  Name's Michael Knight.

     As she smiles and hands him a small hand-printed menu:

                               ANA LUCIA
               Ana Lucia Cortez.  What'll it be?

                               MICHAEL
                      (perusing menu)
               This is one whale of a turnout for a 
               race that's held in secret.

                               ANA LUCIA
               Just our usual Wednesday night
               crowd.  What do you do?  You're no 
               driver; I know all the drivers.

     Michael removes a photo from his pocket; shows it to Ana
     Lucia.

                               MICHAEL
               How about this driver?  You know him?

     INSERT - PHOTO - CLOSE

     A photograph of Ronnie Becker.

     ON ANA LUCIA

     as she reacts to the photo.  She recognizes Becker but
     works to cover it; shakes no.

                               ANA LUCIA
               Nope....

     ON MICHAEL

     as he senses she's covering.

                               MICHAEL
               You sure?  For a second there I 
               thought I saw a little light go on
               behind those baby blues.

     RESUME THE SCENE

                               ANA LUCIA
               They're brown, and I've never seen
               that guy.  Look, I clock out in five 
               minutes.  You eating or not?

                               MICHAEL
                      (considers 
                       menu)
               How's the seafood dinner?

                               ANA LUCIA
               Awful.

                               MICHAEL
               Oh.  -- Well, then -- the porterhouse 
               sounds ---

                               ANA LUCIA
               Like chewing on your shoes?
                      (already 
                       writing)
               Have the burger.  It's our specialty.

                               MICHAEL
                      (bemused nod)
               Why don't I have the burger?

                               ANA LUCIA
               Good choice.  I'll stick one in the
               microwave for you.

     She turns on a heel and moves off as Michael reacts.

                               MICHAEL
               In the microwave?

     He watches her go for a thoughtful beat; raises his comlink
     for:

                               MICHAEL
               Kitt?  Have Bonnie run a check on an
               Ana Lucia Cortez.  She recognized
               Becker's photo but for some reason
               wouldn't let on.

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

     Michael ponders this "mystery" and we:

                                              CUT TO

     EXT. LAS FLORES MAIN STREET - NIGHT - ON MARCUS

     approaching the cafe.  He does a double take upon noticing:

     MARCUS' POINT OF VIEW - K.I.T.T.

     is parked behind a truck next to the cafe.  We zoom in on
     the "Knight" license plate.

     RESUME MARCUS

     He can't believe it.  Clearly shaken, he turns and hurries
     off.

     INT. LAS FLORES CAFE - NIGHT - MICHAEL

     as Ana Lucia slides a dish with a burger on it in front of
     Michael.

                               ANA LUCIA
               Enjoy!

     Michael lifts the top half of the bun to discover a
     prune-like crust of meat.  Ana Lucia grabs her purse and
     donning her seater, turns to leave.

                               MICHAEL
                      (calls out)
               Hey?  Hey, Ana Lucia?  This burger
               looks like a shriveled fig.

     ANA LUCIA

     She pauses; turns back; grins sheepishly.  He's right;
     she's guilty.

                               ANA LUCIA
               Listen, the seafood here is 
               wonderful; the steak is great.  Come
               back tomorrow.  I'll make it up to
               you.

                               MICHAEL
               You can start now.
                      (waggles photo)
               You sure you haven't seen this guy?

     Ana nods emphatically.

                               MICHAEL
               What about the sponsor for the
               race?  Any idea who put up the money?

     She eyes him suspiciously for a beat.  Then, deciding ---

                               ANA LUCIA
               You're Highway Patrol.  You're going
               to try'n stop the race.  That's why
               you're asking these questions.

                               MICHAEL
               You kidding?  I'm racing tomorrow.

                               ANA LUCIA
               Sure.  Look, I've got a car entered,
               and I've got to adjust the suspension
               before start time, so ---

     She turns to leave.  He stops her.

                               MICHAEL
               You want to be on that starting line
               tomorrow?  Take me to your suspension.

     She eyes him for a beat, softens, then nods....

                                                  CUT TO

     EXT. DESERT AND MOUNTAINS - PREDAWN - PANORAMA - STOCK

     The false light of the crisp predawn hour.

     INT. ANA LUCIA'S GARAGE - PREDAWN

     Michael and Ana Lucia are dishevelled, grease-stained and
     feeling fine over a job well done.  Her Baja buggie has
     been up on jacks, and she collects the last of the tools as
     Michael lowers the buggie.

                               MICHAEL
               I think we got 'er this time.

                               ANA LUCIA
               Thanks, Michael.  you know, I can't
               believe we haven't run into each
               other till now.  Where else have you
               competed?

                               MICHAEL
               Was about to ask you the same thing.
               How'd you happen to get into off-
               roading, anyway?

                               ANA LUCIA
               You're not Highway Patrol, and --
                      (examines 
                       his hands)
               -- mechanics' hands have callouses.
               So, what are you?

                               MICHAEL
               You're pretty sharp for a hash slinger
               with a lead foot.  You sure you ---

     He stops -- she stops -- both realizing how they sound.
     They begin to chuckle at themselves and each other, as:

                               MICHAEL
               Y'know, we're about to quiz each other
               into the ground here.
                      (beat)
               You're a nice person, Ana Lucia.  I
               think.

                               ANA LUCIA
               I kept you up all night.

                               MICHAEL
               After the race I'll come back and
               demand equal time.

                               ANA LUCIA
               You won't have to demand.

     They are both a bit smitten.  If they start something, the 
     race will be finished before they are.  So, Michael smiles
     knowingly ---

                               MICHAEL
               Good luck.

     He turns and leaves and we:

                                              CUT TO

     EXT. EDGE OF TOWN - DAWN - MICHAEL

     He walks toward camera, past the first couple of buildings
     on the edge of town.  He then turns into an alley-like
     street between buildings; speaks into his comlink.

                               MICHAEL
               Bonnie come up with anything yet
               on Ana Lucia, pal?

                               K.I.T.T.
               No, Michael.  She's still working on it.

     Michael considers this as he walks.  A few beats before he
     hears the roar of the car engine behind him.  He turns to
     see an ND sedan bearing down on him at ramming speed.
     Hood #1 inside.

     OMITTED

     MICHAEL

     dashes ahead of the car; reaches the end of the alley 
     barely in time to leap out of the way -- the vehicle goes
     barreling past.  As he gets to his feet ---

     MARCUS' PICKUP

     driven by Hood #2, Marcus seated next to him, comes zooming
     across Michael's path.  It almost clobbers Michael.  He avoids
     it by side-stepping into a doorway at the last instant.  The
     pickup smashes into some trash barrels in the alley.

     CLOSE - MICHAEL

     as he uses his comlink.

                               MICHAEL
                      (into
                       transceiver)
               Got a problem, pal!  Get over here
               fast.

     EXT. LAS FLORES MAIN STREET - DAWN - CLOSE ON K.I.T.T.

     parked next to the Cafe.  He self-starts; and we widen to
     reveal a flatbed truck loaded with bales of hay has parked
     right up against K.I.T.T.'s rear bumper locking him in his
     parking spot.

                               K.I.T.T.
               I have one too, Michael!  I've been
               boxed in!

     K.I.T.T.'S SHIFTER

     kicks into reverse.

     K.I.T.T.'S REAR TIRE
 
     burns against the ground.

     K.I.T.T.'S REAR BUMPER

     presses against the front of the truck.  It moves back
     six inches.  K.I.T.T. rockets forward to go at it again
     and we:

     RESUME MICHAEL AND HOODS

     Hoods #1 and #2 emerge from their vehicles and attack
     Michael.  He decks one of them; knocks the other back
     against the ND sedan.  But as Michael turns to deal with
     Hood #1 who comes at him again ---

     MARCUS

     gets out of the pickup; moves in unseen behind Michael and
     connects with a lug wrench across the back of Michael's 
     head.  He drops, out cold.  They load Michael into the
     pickup and take off.  During the above action, we ---

     INTERCUT - K.I.T.T.

     maneuvering to get free from between the trucks that pin
     him.

                               K.I.T.T.
               I'll be free any second!

     K.I.T.T. rockets backward; pushes into the truck again and
     again; shoves it back three feet; accelerates forward into
     a sweeping spin that takes him into the middle of the 
     street.

                               K.I.T.T.
               Michael?  Keep talking.  I have to
               get a fix on your position.  Michael?

     There is no reply.  K.I.T.T. screeches to a stop in the 
     street uncertain as to Michael's whereabouts.

                                              CUT TO

     EXT. THE WELL - DAWN - LONG SHOT

     The pickup approaches from far b.g.; halts at the well
     in f.g.  Hood #1 hauls Michael roughly out of the bed.
     Marcus moves aside some old wooden planks that cover the
     opening in the ground.  The two men dump Michael's uncon-
     scious body down the well.

     INT. BOTTOM OF WELL - MICHAEL

     unconscious; possibly dead lying at the bottom of the old
     well.  Tilt upward, slowly upward, until we're looking at
     the little round hole of light far away which is the top
     of the well.

                                              FADE OUT

                         END OF ACT TWO

                            ACT THREE

     FADE IN

     EXT. DESERT AND MOUNTAINS - DAY - TO ESTABLISH

     EXT. STARTING LINE - DAY - STOCK

     The bass rumble of the dozens of off-road racing car engines
     warming up.

     THE STARTER

     raises the green flag high, then drops it.

     VARIOUS SHOTS - PRINCIPAL RACE VEHICLES

     as Becker and Claudia, Marcus, Ana Lucia, Hood #1, etc.
     rocket over the starting line, in their cars, and we:

     INTERCUT OTHER VEHICLES

     as Los Mil Diablos begins.  The collective roar of the
     funcos is incredible.  During this we:

     OMITTED

     INTERCUT - RC3

     as he arrives on his motorcycle.  He works his way between
     the vehicles, campers, support trailers, etc. in search of
     Michael and K.I.T.T.

     QUICK SERIES OF ANGLES - STOCK

     The various racing machine of the various classes
     (including bikes, if desired) digging in and hauling ass.

     THE PLAYMATES' CAR

     Clearly a noncompetitive pink Eldorado or its ilk.  It rolls
     toward the starting line.  The three gals are waving and 
     blowing kisses to the spectators.  Pastri, the sexy black
     gal, comes to life when she spots:

     RC3

     who's heading out of the area.  He does a double take when
     he sees her; almost crashes the cycle into a parked vehicle
     as he waves back.

                               RC3
               That's one little package -- no
               man would take home to momma.

     RC3 recovers; settles down the cycle and heads toward town.

     THE RACE - ON CLAUDIA'S CAR - ESTABLISH BECKER

     in second seat; Claudia driving.

     INT. CLAUDIA'S CAR - BECKER AND CLAUDIA

     Becker's nervous to the point of not wanting any part of
     this.  He holds on for dear life as Claudia puts pedal to 
     metal.  They shout over the roar of the engine.

                               BECKER
               Hey!  Take it easy!  You're supposed
               to run at the rear of the pack!

                               CLAUDIA
               Sorry!  Not easy to do when you're 
               used to winning!

                               BECKER
               I don't care!  We can't take the 
               chance someone'll see us turn off
               the course!

     EXT. - RESUME CLAUDIA'S CAR

     starting to drop back, passed by other cars.

     ON MARCUS' FUNCO

     Marcus driving.  He glances to a machine gun in a rack next
     to him.

     OMITTED

     BOTTOM OF WELL - MICHAEL

     consciousness slowly filtering back.  He stirs; his eyes
     open; he begins orienting himself.

                               MICHAEL
               Kitt?  Kitt -- tune in buddy.  I need
               you.

     EXT. LOS FLORES - STREET - DAY - INTERCUT - K.I.T.T.

     as his scanner pulses faster when he picks up Michael's
     signal.

                               K.I.T.T.
               Michael, where are you?

                               MICHAEL
                      (peering around)
               I don't know, but I hope I didn't
               sign a lease.

     K.I.T.T. auto starts and takes off down the street.

                               K.I.T.T.
               Keep talking, Michael ---

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

     a schematic of the area; the well located by a flashing
     blip.

                               K.I.T.T.
                      (continuing)
               I'm homing on the signal from your
               comlink.

                               MICHAEL
               Make it fast.  I'm in deep trouble.
               And that's not just a figure of
               speech.

     K.I.T.T. is accelerating; well on his way out of town when:

     RC3'S MOTORCYCLE

     turns onto the main street weaving between the few local
     vehicles left behind after the start of the race.

     ON RC3

     He does a take when he sees:

     K.I.T.T.

     driverless, no one behind the wheel, as he rockets down the 
     street far ahead of him.

     RESUME - RC3

     as he wheels his cycle around and takes off after K.I.T.T.
     who is now a distant speck on the road leading out of town.

     EXT. DESERT - DAY - WELL

     The top of the well into which Michael was dumped is in
     immediate f.g.  As we pan across to pick up K.I.T.T.,
     approaching rapidly.

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

     INTERCUT - BOTTOM OF WELL - MICHAEL

     He's now on his feet staring up at the circle of light far
     above him.

                               MICHAEL
               Fine but I wouldn't rule out brain
               damage.  You're going to need the 
               grappling hook for this one.

     OMITTED

     K.I.T.T.'S NOSE COWLING

     as it pulls forward over the edge of the well and the 
     grappling hook lowers.

                               K.I.T.T.
               On its way.

     THE TOP OF THE WELL

     as the hook lowers toward Michael.

                               MICHAEL
               What about the race!

                               K.I.T.T.
               I'm afraid it started several
               minutes ago.

     Michael puts a foot on the hook; grabs hold of the cable.

                               MICHAEL
               Then hit the up button.

     As Michael begins traveling upward:

     EXT. THE RACE - FAVORING ANA LUCIA'S BAJA BUGGIE

     Doing it solo, she's joyously ferocious behind the wheel.
     Guns the buggie.

     ON HOOD #1'S FUNCO

     as he exchanges nods of mutual understanding with:

     CLAUDIA'S CAR

     in which we again see Becker and Claudia.  He's not having 
     a good time.

     FULL SHOT - STOCK

     The rooster-tails abound; billows of dust already obscure
     many of the myriad vehicles participating.

     ANGLE - ANA LUCIA

     driving.  Taking the first bumps and jumps with the best 
     of them.

     ON BROKEN CAR

     The attrition has already begun.  At least this one driving
     team is already afoot.

     CLAUDIA'S CAR

     She maneuvers expertly; jumps her vehicle perfectly --
     though another car following hers and taking the same line
     noses in dangerously.

                                              CUT TO

     DESERT - WELL - DAY - MICHAEL AND K.I.T.T.

     as Michael is hauled out of the well by K.I.T.T.'s
     grappling hook.

     RC3

     arrives on his motorcycle; pulls to a stop next to
     K.I.T.T.; crosses to the well; gives Michael a hand
     climbing over the edge.

                               RC3
               What've you been doing down there?

                               MICHAEL
               Trying to climb out.

                               RC3
               The race started already.

                               MICHAEL
               I know.  We've got some catching up to
               do.  Stay as close to me as you can.

     Michael jumps in K.I.T.T. and takes off.  RC3 jumps on his
     motorcycle.  It takes three or four kicks before the bike
     starts and RC3 can follow.

     OMITTED

     EXT. ROAD - DAY - MICHAEL AND K.I.T.T.

     moving fast.

                                              CUT TO

     EXT. THE RACE - DAY - FULL SHOT - STOCK

     The cars still bunched tear up the terrain -- and the
     terrain returns the favor.

     CLAUDIA'S CAR

     racing strongly; up among the first third.  She's having a 
     great time; Becker's a little seasick by now.

     START LINE

     as K.I.T.T. rockets across onto the race course.

     INTERCUT - SPECTACULAR SHOT - STOCK

     A misjudgment, an unseen rock or a too-steep turn causes a 
     spectacular moment in sports (dictated by available stock).

     ON ANA LUCIA'S BAJA BUGGIE

     She comes to a fairly flat section (possibly a fire road,
     as exists along the Baja 1000) -- and stands on it.
     Competent and then some.

     MARCUS' CAR

     hits the same flat stretch.

     ON CLAUDIA'S CAR

     As it streaks past camera.

     EXT. DESERT - DAY - K.I.T.T.

     is catching up to the rear of the pack.

     INSIDE K.I.T.T.

     as Michael reacts to something he sees along the side of 
     the route up ahead.

                               MICHAEL
               Looks like we've got a cheering 
               section, pal.

     THE PLAYMATE RACING TEAM

     Their car pulled onto the side of the route.  The
     Playmates in their tank tops and shorts baking in the sun.
     They wave at Michael and K.I.T.T. as they approach.

                               BAMBI
               Our air conditioning stopped working!

     INTERCUT - MICHAEL

     brings K.I.T.T. to a fast stop; lowers his window.

                               PASTRI
               You've got to help us fix it?!!
                      (panic)
               We're sweating!

                               MICHAEL
               I can't stop now.  But I'll send you
               some help.

                               CANDI
               Long as he's as cute as you!

     Michael smiles forlornly, contemplating the possibilities.
     He waves and pulls away.

                               MICHAEL
                      (to K.I.T.T.)
               Shouldn't have trouble finding a 
               crack team of A/C engineers to make
               this house call.

                               K.I.T.T.
               I'll take care of it.  Michael, I
               must say I'm quite impressed with
               your devotion to duty.

                               MICHAEL
               Yeah, what a guy, huh?

     Michael tromps on the accelerator, K.I.T.T. rockets forward
     and we:

     RACE STARTING LINE
 
     as RC3 crosses it on his cycle and takes off on the course.

                                              CUT TO

     OMITTED

     EXT. THE RACE - DAY - FAVORING CLAUDIA'S CAR

     Becker is talking to someone via his radio.

     CLOSE - BECKER IN CLAUDIA'S CAR

     It's difficult to transmit because of the bumping and 
     bouncing around -- not to mention the dust.

                               BECKER
               De Lorca?!  De Lorca, can you hear me?!

     EXT. DE LORCA'S VILLA - DAY - FULL SHOT - ESTABLISHING

     Overlooking the Sea of Cortez, it looks like a private
     version of the Beverly Hills Hotel.

                               DE LORCA'S VOICE
               I hear you very well, Becker.

     EXT. DE LORCA'S PATIO - DAY - DE LORCA

     The man lives well:  a large tray of fruit and hors
     d'oeuvres on the patio table; a monogrammed robe on his
     back; a bodyguard stands nearby.  Becker is dust-clogged and
     getting bounced around.  De Lorca senses Becker's discom-
     fort, and finds it amusing.

                               DE LORCA
               You sound a bit dusty.  You're off
               and running, I take it...
                      (glances 
                       at watch)

     INTERCUT - BECKER

                               BECKER
                      (shouts 
                       into mike)
               On my way!  You just be there for me.

                               DE LORCA
               I'm here, Becker.
                      (shows concern)
               You're alone?

     Claudia leans over and shouts ---

                               CLAUDIA
               Having a wonderful time; wish you
               were here!

     De Lorca smiles, clicks off.

                                              CUT TO

     EXT. DESERT - AT REAR OF RACING PACK - DAY - MICHAEL AND
     K.I.T.T.

     Having caught up to the rear of the pack, Michael and 
     K.I.T.T. now begin moving up through it.

     INTERCUT - RC3

     on his motorcycle, catching up to the rear of the pack;
     passing cars; working his way forward.

     ON ANA LUCIA'S BUGGIE

     as she drives.

     ON MICHAEL AND K.I.T.T.

     as they come abreast of Ana Lucia's buggie.  He gives her a 
     thumbs up.

     ON ANA LUCIA CORTEZ

     as she returns it; indicates all is A-okay in response to
     his gestured query.

     ON MARCUS' CAR

     as it is passed by Michael and K.I.T.T. with ease.

     CLOSE - MARCUS

     really spooked at seeing Michael still again.  Reaches
     feverishly for his radio mike.

                               MARCUS
                      (shouts 
                       into mike)
               Mr. Becker, you're not going to 
               believe this...!

     INTERCUT - CLAUDIA'S CAR

     The car driven by Hood #1 running next to it as Becker
     listens, and reacts to:

                               MARCUS
                      (continuing)
               I just spotted Knight!  He's in the
               race!

     Becker reacts, stunned; recovers; shouts into the mike.

                               BECKER
               Get him Marcus!  I don't care how!
               But this time you get him!!

     Marcus clicks off; and accelerates after Michael.

     RESUME BECKER

     as he gestures to Hood #1 to help Marcus with Michael.

     OMITTED

     FULL SHOT FROM ABOVE

     Claudia's car continues on a straight line course;
     Hood #1's car veers off and turns back into the dust cloud
     created by the rest of the group.

     ON MICHAEL AND K.I.T.T.

     still racing well; moving steadily up among the leaders.

     HIGH SHOT

     as Marcus' car pulls up next to Michael from behind.  And
     the car driven by Hood #1 approaches from up front, and
     swings around on the opposite side of K.I.T.T.  The cars
     now running three abreast, K.I.T.T. in the middle.

     MICHAEL AND K.I.T.T.

     Hood #1's car on Michael's side.  Marcus on the passenger
     side.

                               MICHAEL
               Kitt, we're being boxed.

                               K.I.T.T.
               I've been noticing that.

     SPECTACULAR DUAL CRASH - STOCK

     A couple of the off-roaders tangle and tumble spectacularly.

                               K.I.T.T.
               Something tells me that's what they
               have in mind for us.

     RESUME MICHAEL AND K.I.T.T.

                               MICHAEL
               Let's show 'em what we have in mind
               for them!

     Michael whips the wheel hard.

     OMITTED

     K.I.T.T.

     swerves left into Hood #1's car.  It goes out of control;
     plows into a dune; flips into the air and tumbles end-over-
     end into the river.

     OMITTED

     RESUME K.I.T.T. AND MARCUS' CAR

     as Michael and K.I.T.T. sweep in a large arc to give them
     maneuvering room.  Marcus' car is on the inside of the
     circle, allowing him to pull slightly ahead of Michael.

     MARCUS

     pulls the pin on a grenade.

     ON ANA LUCIA'S BUGGIE

     as she spots the action off to her left:

     THE DOGFIGHT

     As Marcus tosses the grenade in front of K.I.T.T., it
     explodes causing Michael to stop.  Marcus spins a one-
     eighty and gets out of his car.

     MARCUS

     His machine-gun leveled, he fires at K.I.T.T. but ---

     OMITTED

     ANA LUCIA'S BAJA BUGGIE

     enters frame and barrels through shot directly across
     Marcus' line of fire in front of K.I.T.T.

     OMITTED

     ON ANA LUCIA

     as her car gets laced with bullet holes, and goes out of
     control in the uneven sand and silt, and flips, tumbling
     end-over-end finally stopping upside down.

     RESUME MARCUS

     as he gets back into his car and speeds off into the
     distance.

     RC3

     pulls up on his motorcycle as Michael exits K.I.T.T.  They
     rush to Ana Lucia's car to find her unconscious.  As they
     remove the debris which imprisons her:

                               MICHAEL
               Kitt, give me a complete medical scan,
               and notify the aid station.

     CLOSE - K.I.T.T.'S SCREEN

     as K.I.T.T. runs a medical tip-to-toe check on Ana Lucia.

     INTERCUTS - MICHAEL AND ANA LUCIA - K.I.T.T.

                               K.I.T.T.
               Her vital signs are stable.  She has
               a mild concussion, some bruises, no
               broken bones.
                      (beat)
               And inflamed tonsils.

                               MICHAEL
               I'm going to stay here until the
               guys from the aid station show up.
               You get back to the race and keep
               tabs on Becker and his bodyguard.

                               RC3
               You got it, Michael.  But how do I
               let you know where I'm at when I
               get there?

     Michael removes his comlink; hands it to RC3.

                               MICHAEL
               With this.  Keep in touch.

     RC3 smiles at this "upgrade in status;" straps on the
     comlink; gets on his cycle and takes off across the desert.

     FOLLOWING MICHAEL

     He moves from Ana Lucia to check out the fog-bound hoods
     and pick up their weapons.  As he goes:

                               MICHAEL
               Contact the local authorities to clean
               up this mess, pal.

                               K.I.T.T.
               My pleasure, Michael.

                                              CUT TO

     EXT. KNIGHT INDUSTRIES - DAY - ESTABLISHING

     INT. DEVON'S OFFICE - DAY - DEVON AND BONNIE

     Bonnie is at her console, encoding; coming up empty.

                               DEVON
               Nothing yet?

                               BONNIE
                      (shakes no,
                       frustrated)
               I've tried every cross-referencing
               combination I can think of.  Ana
               Lucia Cortez doesn't exist.

                               DEVON
               All the more reason to keep trying.
               Michael's suspicions were obviously
               correct.  This woman has something
               to hide.

     Bonnie nods and gets back to work and we:

                                              CUT TO

     EXT. THE RACE - DAY - FULL SHOT - CLAUDIA'S CAR

     The number of cars visible to each other has diminished
     considerably.  They're spread out far and wide, with a 
     trail of dust their only markers.

     CLOSER ON CLAUDIA'S CAR

     Becker, studying one of the maps, now taps Claudia; gets
     her attention.

                               BECKER
               This is perfect.  We can turn off
               the course here and go for the 
               border on that highway.

     ANOTHER ANGLE - RIVER

     as Claudia pulls to a stop and shares the map with him,
     then gestures to the adjacent river.

                               CLAUDIA
               We have to get across that river
               first.

                               BECKER
               This is an off-road vehicle, isn't
               it?!

                               CLAUDIA
               Off-road.  Not underwater.

                               BECKER
               Find a crossing and get me on
               that highway!

     Claudia, seeing the flash of anger, nods and drives off along
     the river bed.  We follow for a short distance, and go to:

     ANOTHER ANGLE - RIVER

     as Claudia's vehicle turns into the water and makes its
     way to the opposite side.

     OMITTED

     EXT. DESERT - ALONG BORDER - DAY

     as Michael helps the now conscious Ana Lucia.

                               ANA LUCIA
               Forget the guys from the aid station.
               I'm going back to that race.

                               MICHAEL
               Without a car?
 
                               ANA LUCIA
                      (gestures to
                       K.I.T.T.)
               We'll use your car.

                               MICHAEL
               Not a chance.  You need hospital
               observation, young lady.

     Ana Lucia eyes him a beat, nods, appearing to accept
     Michael's decision.  As she turns she suddenly draws
     and levels an automatic at Michael who reacts with
     surprise.

                               MICHAEL
               What's this supposed to mean?
                      (confused)
               Ana Lucia, there's more at stake 
               here than just finishing a race.

                               ANA LUCIA
               There's more than a race to be 
               finished.  I go in your car with
               you --
                      (slight shrug)
               -- Or I go in your car alone.

     REACTION - MICHAEL

     Confused, angry frustration.

                                              FADE OUT

                        END OF ACT THREE

                            ACT FOUR

     FADE IN

     EXT. DESERT - ALONG BORDER - AS BEFORE - DAY

     Michael and Ana Lucia are squared off just as they were
     at end of Act Three.  Now:

                               ANA LUCIA
               Forgive the deception, Michael.  My
               real name is Ramirez.  Lieutenant
               Estrallita Ramirez, of the Mexican
               Federal Police.

                               MICHAEL
               No wonder Bonnie hasn't come up with
               anything on Ana Lucia Cortez.

                               ANA LUCIA
                      (nods)
               I've been after a certain Roderigo
               De Lorca.  We knew De Lorca put up
               the money to sponsor Los Mil Diablos.
               But I didn't know why till you showed
               up asking about Becker.

                               MICHAEL
               Then we're on the same side.
                      (indicates gun)
               And I won't have to take that away
               from you.  You can holster it now.

     Ana Lucia studies him a beat, hesitating.

                               MICHAEL
               If I lose Becker because of this
               delay, I'm going to be real mad.
               He killed a friend of mine....

     Ana Lucia eases; puts the gun away.

                               ANA LUCIA
               Find the race, you find Becker.

     As Michael and Ana Lucia enter K.I.T.T. to resume their
     pursuit:

                               MICHAEL
               Kitt?  Plot us a straight line course
               to catch up to the race.

                               K.I.T.T.
               Right away.

     ANA LUCIA
 
     Her reaction to this conversation.

                                              CUT TO

     EXT. OPPOSITE SIDE OF RIVER - DAY - MARCUS' CAR

     comes through the shallow water, leaves the river and
     climbs the bank.

                                              CUT TO

     OMITTED

     A DIRT ROAD

     as Claudia's car barrels along; swings off onto the highway
     and takes off at high speed.

     ON CLAUDIA AND BECKER

     as he grabs the mike and clicks it on.

     EXT. DE LORCA'S VILLA - DAY - FULL SHOT - REESTABLISHING

                               DE LORCA'S VOICE
               De Lorca here....

     EXT. PATIO - DAY - DE LORCA

     is on the radio phone, straining to hear.  His bodyguard
     stands nearby.

                               DE LORCA
               Can you speak louder, please!

     INTERCUT - CLAUDIA'S CAR

     Becker on the mike.

                               BECKER
               I said we crossed the border about
               fifteen minutes ago!

                               DE LORCA
               Ah!  Congratulations to you both!

                               BECKER
               I want to move out as soon as we get
               there!

                               DE LORCA
                      (into phone)
               No problem.  Everything is waiting
               for you and Ms. Torrell!

                                              CUT TO

     OMITTED

     RC3

     is following the river bed on his motorcycle.  He pauses 
     when he sees:

     THE TRACKS

     He is following; turns off into the water.

     RESUME RC3

     as he swings his cycle away from the riverbank to get
     running room; guns it and takes off at high speed across
     the river.

     OMITTED

     EXT. THE RACE - DAY - LONG SHOT

     The plumes of telltale dust.

     ANGLE - K.I.T.T.

     at the rear of the pack, barreling along close to the river.

     INSIDE K.I.T.T.

     Michael driving, Ana Lucia next to him.  They react to the
     chirp of the monitor and hear:

                               RC3
               Michael, it's RC.  Do you read.

                               MICHAEL
               Loud and clear, RC.  Talk to me.

     INTERCUT - RC3

     He's astride his cycle that's stopped in the middle of the 
     highway on the other side of the river.

                               RC3
               I've got a fix on the bodyguard's car
               for you.

                               MICHAEL
               Way to go, RC!  That means Becker has
               to be close by.  Give me his position.

                               RC3
               I can't.  The car left the course,
               and crossed the river onto a highway.
               But I don't know which way it went.

     Michael pushes some buttons on his console.

                               MICHAEL
               Okay, Kitt.  It's up to you to find
               Becker now.

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

     as a search of the desert sweeps across and picks up a
     pulsing blip on the highway.

                               K.I.T.T.
               My scanner confirms one off-road
               vehicle on the highway.  It's 
               traveling south at very high speed.

                               MICHAEL
               Let's get to that highway!

     Michael stomps on the accelerator and whips the wheel.

     OMITTED

     K.I.T.T.

     makes a sweeping turn and heads for ---

     THE RIVER

     as K.I.T.T. blasts across through the water and accelerates
     up the bank.

     ON THE HIGHWAY

     as K.I.T.T. swings off the dirt road onto the blacktop and
     takes off.

     INSIDE K.I.T.T.

     as Michael swings a look to Ana Lucia.

                               MICHAEL
               Hang on!  Okay, pal.  Give me all
               you've got.

     Michael tromps on the accelerator.

     K.I.T.T.

     as he accelerates down the road.

     RESUME INSIDE K.I.T.T.

     as Michael and Ana Lucia are slammed back in their seats by
     the acceleration.  As they come out of it, Ana Lucia swings
     an impressed look to Michael.

                               ANA LUCIA
               Some set of wheels!

                               MICHAEL
               You're not so bad yourself.

     She laughs.  Michael tromps on the accelerator.

     OMITTED

     THE HIGHWAY

     as K.I.T.T. blasts past at high speed.

     OMITTED

     EXT. DE LORCA'S VILLA - DAY - REESTABLISHING

     EXT. DE LORCA'S PATIO - DAY - BECKER AND DE LORCA

                               DE LORCA (V.O.)
               Everything you'll need has been
               arranged.

     EXT. DE LORCA'S PATIO - DAY - DE LORCA AND BECKER

     Becker has already showered and changed into something for
     semitropical comfort.  They are sharing a decanter of
     something cooling.  De Lorca presents the documents.

                               DE LORCA
               Now as to the matter of these as yet
               unsigned documents of yours....

                                              CUT TO

     EXT. HIGHWAY - DAY - K.I.T.T.

     blasts toward and past camera.

     INSIDE K.I.T.T.

                               K.I.T.T.
               Michael?  My scanners indicate that 
               same fellow who keeps trying to kill
               you and destroy me is back again.

                               MICHAEL
               Some guys don't know when to stop.

     ATOP A KNOLL - MARCUS

     is out of his car and overlooking the road on which
     K.I.T.T. travels.  Marcus levels his automatic rifle and
     opens fire on K.I.T.T.

     OMITTED

     K.I.T.T.

     K.I.T.T. continues straight ahead, as the rounds spark off
     his shell and windshield.

     RESUME MARCUS

     firing continuously.  He hears the roar of an engine; turns
     to see:

     RC3'S CYCLE

     rockets into view over the knoll behind Marcus, coming
     right at him.

     MARCUS

     whirls to fire at RC3.  But RC3 is right on top of him.  He
     leaps off the bike, bulldogging Marcus to the ground,
     knocking the weapon out of his hand.

     THE SCENE

     as RC3 puts Marcus away with a combination of punches; then,
     clicks on the comlink.

                               RC3
               I got him, Michael.  It should be
               clear sailing the rest of the way.

                               MICHAEL
               Thanks RC!

     Michael thumbs up from inside K.I.T.T.  RC3 returns it.

     K.I.T.T.

     explodes down the highway in Super Pursuit Mode.

     OMITTED

     EXT. DE LORCA'S PATIO - DAY - BECKER AND DE LORCA

     Becker on his feet and boiling; De Lorca still seated and
     cucumber-cool.  Standing in b.g. is De Lorca's bodyguard.

                               BECKER
               Our deal was that I sign over my
               assets when I'm safely in your country;
               not before.

                               DE LORCA
               My dear Becker.  I am obviously changing
               the deal.  You sign or I go alone.

                               CLAUDIA (O.S.)
               Why not compromise?

     INCLUDING CLAUDIA

     looking delicious, as she comes down a staircase onto the 
     patio, around the pool.

                               CLAUDIA
                      (to De Lorca)
               He can sign half of it over now; the
               other half when we get there.

                               DE LORCA
                      (beat;
                       reluctantly)
               Agreed.

     Becker broods -- eyes the bodyguard in b.g., nods and
     crosses toward the documents on the patio table.

                                              CUT TO

     EXT. THE ESTATE - DAY

     as K.I.T.T. roars off the highway and approaches.

     EXT. A PLATEAU OUTSIDE DE LORCA'S ESTATE - DAY

     as K.I.T.T. pulls to a stop next to the wall.  Michael and
     Ana Lucia get out and hurry across the grounds.

                               MICHAEL
               I don't have my comlink, Kitt.  Keep
               your scanners peeled for anything 
               coming your way.

     OMITTED

     ANOTHER ANGLE - GROUNDS

     as Michael and Ana Lucia make their way down the driveway.
     Michael moves on ahead as they climb a hill that leads up
     along the side of the house and behind it.

     RESUME PATIO POOL AREA

     as Becker finishes signing a ream of documents on the table.
     Sets the pen aside; looks up to De Lorca and Claudia ---

                               BECKER
               There.

     De Lorca raises his hand.  There's a gun in it.

                               DE LORCA
               Here.

     De Lorca fires; Becker falls.  Claudia, totally unmoved by
     the sight of a dead Becker, smiles at De Lorca, moves to
     put her arm in his.

     ANOTHER ANGLE - STAIRCASE

     as De Lorca and Claudia ascend the steps.

                               CLAUDIA
               Roderigo, darling, you were right
               again.  He never would've signed over
               all of it.

                               DE LORCA
               And half is quite sufficient indeed.
               Without you, dearest Claudia, I'd
               never have been able to pull it off.

     As they reach the top of the steps, De Lorca casually levels
     his gun at Claudia.  She backs away, horrified, during:

                               DE LORCA
               I don't know how in the world to
               thank you properly.

                               CLAUDIA
               Roderigo...But I've given up my
               whole world for you!

                               DE LORCA
                      (hefts document)
               No.  You gave it up for a share of 
               this.

     De Lorca about to shoot Claudia.

                               DE LORCA
               And now pretty lady.

                               MICHAEL
               Drop it, De Lorca!...

     OMITTED

     ANGLE - MICHAEL

     on the balcony above.  De Lorca whirls to fire at him.  But
     Michael is already leaping down onto De Lorca.  Michael
     slams into him.

     FULL SHOT - MICHAEL AND DE LORCA

     tumble down the staircase to the pool area.  De Lorca's gun
     skids somewhat toward Claudia.  De Lorca slips away as
     Michael scrambles to his feet to deal with the onrushing
     bodyguard, who wields a knife.

     ANA LUCIA

     is now atop the balcony.  She dives forward to land on 
     Claudia, who is bending down to retrieve De Lorca's gun.  As
     they grapple ---

     THE SCENE

     The bodyguard comes at Michael.  Michael ducks under the 
     swipe of the blade; notices De Lorca sprinting away.

                               MICHAEL
                      (to himself)
               I hope you're out there, buddy!

     ANOTHER ANGLE 

     As the bodyguard comes at Michael again, Michael disarms
     him with a karate move; connects with a devastating punch
     and knocks the guy into the pool, then takes off after
     De Lorca.

     ANA LUCIA

     kicks Claudia's gun away from a flawless spinning back
     kick, and then decks Claudia with a karate blow.

     DE LORCA

     makes for the patio entrance which leads down to the O.S.
     beach.  It appears he might make it.  But:

     K.I.T.T.

     roars into view and does a side slide that blocks his way.
     De Lorca turns to run in the opposite direction and runs
     right into Michael, who drops him with a roundhouse right.

     EXT. DE LORCA'S PATIO

     as Ana Lucia arrives, holding a gun on Claudia, who she
     shoves forward toward De Lorca.

                               MICHAEL
               Well, Becker's mine, for what he's
               worth now --
                      (shoves
                       De Lorca
                       toward
                       Ana Lucia)
               He's all yours ---

     Michael and Ana Lucia both regard Claudia ---

                               MICHAEL
               I'll flip you for this one.

                                              FADE OUT

                         END OF ACT FOUR

                               TAG

     FADE IN

     INT. SEMI - DAY

     And we pull back from the head lamp of RC3's dust-covered,
     mud-caked motorcycle as he lovingly wipes it down.
     Scouring the front fender, he winces as he extracts a piece
     of cactus jammed in the fork.

                               RC3
               Man, one thing for sure about the
               desert -- the memories linger on.

     Michael glides into the parking bay in K.I.T.T.  RC3 puts a 
     little more oomph into his polishing, as Michael gets out
     and joins him.

                               RC3
               But this baby sure taught the Baja a 
               lesson.

     Michael runs a finger along the dirty bumper.

                               MICHAEL
               Not to mention bringing half of it
               back with you.

                               RC3
               There you guys go again.  Putting 
               down my wheels.

                               K.I.T.T.
               Don't look at me, RC.  My vocal
               board is sealed.

                               MICHAEL
               Hey, just because that thing's been
               on the road longer than Willie Nelson,
               and looks it, doesn't mean ---

                               RC3
               Now hold it!  This is the second
               time that 'thing' has matched Kitt
               mile for mile!  Through hundred 
               degree temperatures, rocks, deserts,
               rivers.  This is a solid machine!

                               K.I.T.T.
               I agree, Michael.  RC3's motorbike
               can wear that dust with pride.

                               RC3
               Wow, if this bike could talk, it'd
               say all right, Kitt my man!

     K.I.T.T. groans at RC3's slang, RC3 gives the bike an 
     affectionate pat on the gas tank.  A number of parts,
     headlight, fender, etc. come loose and crash to the floor.

                               RC3
                      (dismayed)
               Oh, man....

                               K.I.T.T. 
               Don't lose heart, RC.  I'm sure with
               a few minor adjustments you'll be 
               back on the road again.

     Michael picks up one of the parts from the floor.

                               MICHAEL
               Yeah, a little bit on this road.  A 
               little bit on that road ---

     As RC3 wearily shrugs and smiles, and they both laugh
     together.

                                              FREEZE FRAME

                                              FADE OUT

                             THE END