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KNIGHT RIDER: BUY OUT

EXEC. PRODUCERS: Glen Larson, Robert Foster
PRODUCERS: Gerald Sanford, Gino Grimaldi, Burton Armus

Production #58643
1st Draft - January 7, 1985 (F.R.)

Teleplay: .................. Gregory S. Dinallo
Director: .................. Jeffrey Hayden


                                 ACT ONE

     FADE IN

     EXT. ARMORCLAD CARRIAGE WORKS - DAY - TO ESTABLISH

     a modern complex of buildings.  The mirrored exterior
     facade reflecting green rolling terrain and splashes of 
     blue sky.  Here, unique vehicles are designed and manufac-
     tured in a pristine, hi-tech environment and tested on an
     adjacent obstacle course/track.

     EXT. ARMORCLAD CARRIAGE WORKS - COURTYARD - DAY

     enclosed on three sides by the building.  Steel roll-up
     doors open onto the courtyard.  A sign above each
     identifies the activity beyond -- ARMAMENTS, MECHANICAL
     SYSTEMS, TESTING STRUCTURAL TECHNOLOGY.

     A number of unique vehicles are parked in this area, as 
     Armorclad owner, Gene Hanson, forties, craggy, military
     bearing, leads a group of wealthy European buyers toward a 
     luxurious stretched limousine.  The group is comprised of
     three men, and an elegantly dressed, sexy woman, Corelle.
     The spokesman is Kleiser.  They all peruse slick brochures
     as Hanson pitches.

                               HANSON
               You'll notice, the Armorclad LXAP's
               protection package employs the cutting
               edge of structural technology and
               materials.  A full one and one half
               inches of hardened steel armor plate
               throughout as well as turbo-charged
               power plant and ---

     The group is distracted by another vehicle that rolls past
     and we go to:

     ANOTHER ANGLE - UTCV (TERRORIST CONTROL VEHICLE)

     a cross between a tank and an armored personnel carrier; 
     formidable looking; sporting turrets, gun mounts, etc.

                               KLEISER
               Fascinating vehicle, Herr Hanson.

                               CORELLE
                      (winks to
                       the group)
               Maybe we should each get one of these
               too?

                               HANSON
               Be a couple of days before this baby's
               ready for a demo.  The ultimate in
               urban terrorist control -- two HRF
               fifty caliber machine guns; a rack of
               heat-seeking missiles; a water cannon;
               a device that coats the terrain with
               a Teflon-based oil and there's room
               inside for a fully equiped S.W.A.T.
               team.

     The looks that pass between the members of the group make
     it clear they are duly impressed as they arrive at:

     EXT. ARMORCLAD TEST TRACK - DAY - FAVORING LIMOUSINE

     The driver, call him Ray Jordan, wears a flameproof driving
     suit with Armorclad insignia.  He pulls on a baclava, helmet
     and gloves; gets behind the wheel of the luxurious, modified
     stretched limousine and rockets onto the track.  Hanson and 
     the buyers head for a posh observation booth/control room
     that overlooks the track.

     INSIDE THE LIMOUSINE - TRAVELING

     Jordan adjusts a helmet mike and lowers his visor.

                               JORDAN
               Okay, Gene.  I'm rolling.

     INTERCUT - TEST CONTROL BOOTH

     throughout an elegant, high-tech room where Gene Hanson and 
     the buyers observe the test track through a large window.
     Technician, Lilah Graham, thirty-seven, sexy, smooth, precise,
     who wears a white lab coat with Armorclad insignia, presides 
     at a console monitoring the state of the art-computerized 
     testing equipment racked up behind her.  She pushes some 
     buttons on her console.

                               LILAH
               That makes two of us.

                               HANSON
               Whenever you're ready, Ray.

                               JORDAN
               Okaaaay -- Let's find out if this 
               baby can keep the Prime Minister
               from getting his tail blown off.

     Jordan tromps on the accelerator.

     THE LIMOUSINE

     launches off a low bump and keeps going.  It side slides 
     off the macadam into an unpaved area; a rooster tail of 
     dirt, sand and gravel blasting into the air behind it as:

     A LAND MINE

     explodes beneath the car.  And then another and another.
     The limo keeps charging forward, totally unaffected.

                               HANSON
               How's she taking it, Ray?

                               JORDAN
               The seat of my pants are a little
               singed, but other than that ---

                               HANSON
                      (chuckles)
               Got your windows up?

     Hanson nods to the technician, who encodes at his console.

     A MACHINE GUN

     atop a hillside starts automatically tracking the approaching 
     limo.  It suddenly comes to life, firing burst at:

     THE WINDSHIELD OF THE LIMO

     as the rounds ricochet off the bulletproof glass.

     THE LIMO

     keeps travelling, churning through the dirt, back onto 
     macadam and into a series of hard curving esses, and we 
     are:

     ON A MOBILE ROCKET LAUNCHER

     The shoulder-mounted variety that, for test purposes, is 
     tripod mounted and remote controlled like the machine gun.
     It tracks and fires.  The small missile blasts out of the 
     launcher and homes in on:

     THE DRIVER'S SIDE DOOR OF THE LIMO - SLOW MOTION

     as the missile penetrates the armor-plated steel, and
     explodes, and we are:

     INSIDE THE LIMOUSINE

     as it is wracked by a massive explosion that obliterates
     our view of Ray Jordan with a blinding flash.

     RESUME THE SCENE

     A second explosion blasts out of the windows.  We pull back
     to reveal this is on a monitor in the control room.  The 
     buyers, Lilah and Hanson react, horrified.

                               LILAH
               Ray!  Ray!!  Oh, my God!!

     Hanson punches an alarm button; claxons and sirens start
     wailing.  He grabs a microphone and shouts over the track
     speaker system ---

                               HANSON
               Get him out of there!  Get him out!
               Hurry!

     The buyers turn away from the windows -- away from the sight 
     of the limousine engulfed in flames that are beating back 
     Armorclad personnel who try to move in with extinguishers,
     and during this we:

     INTERCUT - OTHER ARMORCLAD PERSONNEL

     as they respond to the explosion and alarms, appearing from 
     the various courtyard production departments.  All clearly
     distraught as they group together, devastated.  Within this 
     group, but not prominent, are Mel Mitchell, Hank Kagan and 
     Ed Deskey, who we'll get to know shortly.

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

     travelling, heading back in the open road for The Foundation
     after finishing an assignment.  The beeper goes off.
     Michael clicks on the monitor and we hear ---

                               MICHAEL
               Yo, Devon?

     INSIDE K.I.T.T.

     as Devon appears on the screen.

                               DEVON
               Ah, there you are, Michael.  I 
               understand things turned out quite 
               nicely in the nation's Capitol.

                               MICHAEL
               Well, as the Director said when we 
               were leaving, there'll be a few less
               subversive ripples on the Potomac.

                               DEVON
               You've performed a highly valuable
               service to your country; one of 
               inestimable worth.

                               MICHAEL
               Why, thank you, Devon.  Very
               thoughtful of you to call.

                               K.I.T.T.
               Yes, Devon, as you know, both Michael
               and I always look forward to your 
               commentary and review.  And anything
               else that you ---

                               MICHAEL
                      (interrupting)
               I think Devon said what he wanted 
               to say, pal.

                               DEVON
               Well, there is one other matter I'd
               like to cover, Michael.

                               MICHAEL
                      (knowingly)
               Just a little detour ---

                               DEVON
               A minor course adjustment, Michael, 
               to -- Armorclad Carriage Works.  Mel
               Mitchell, one of their employees, 
               came by The Foundation and told me 
               of a nasty incident that may merit 
               our scrutiny.

                               MICHAEL
               Okay, lay it on me.

                               DEVON
               I already have, Michael.  I did say
               may merit.  I was quite rushed and Mel
               was equally hurried.  The details have
               yet to be fully determined.

     Michael sighs, clicks off the monitor and K.I.T.T. acceler-
     ates on down the road, and we go to:

     EXT. ARMORCLAD CARRIAGE WORKS - DAY

     as Michael arrives in K.I.T.T.; bypasses a sign that says
     OFFICE and drives around the complex to the courtyard;
     Michael eyes some unique vehicles parked outside, then
     heads for the door labeled STRUCTURAL TECHNOLOGY, and we 
     are:

     CLOSE ON THE NOZZLE OF A BLOWTORCH

     as the blue-white pinpoint of flame welds a perfect bead.  We
     widen out to include the welder's helmet that proclaims "MEL"
     above the rectangular window -- and pick up Michael crossing
     in the b.g.  He raises his voice above the roar of the torch.

                               MICHAEL
               Excuse me?!  Hey, Mel, talk to you for 
               a minute?!

     INT. ARMORBILT CARRIAGE WORKS - DAY

     A white, pristine, hi-tech environment.  All personnel wear
     white coveralls -- ARMORCLAD across the back; insignia over
     the pocket.  Mel Mitchell welds armor plate on the UTCV (Urban
     Terrorist Control Vehicle).  Mel finishes, dials down the
     torch and flips up her visor, revealing a model's face and
     vulnerable smile.  In the b.g. is the limousine Jordan was 
     testing when he was killed -- under a cloth car cover.

                               MICHAEL
               Well, it's not short for Melvin, is
               it ---

                               MEL
                      (shakes no;
                       smiles)
               Melanie.

                               MICHAEL
               Michael.  Michael Knight.

     Michael extends a hand.  Mel reaches out; hesitates,
     realizing she's still wearing her asbestos gloves.  It's a 
     lighthearted moment.  Michael grabs the forefinger; shakes
     it gingerly; Mel points to a rack of tools on a nearby
     wheeled tool chest.

                               MEL
               Hand me the number five, will you?
               The rasp on the end.

     Michael hands her the rasp.  As she files a burr on the 
     weld:

                               MICHAEL
               You do all the armor plating and 
               structural work around here, Mel?

                               MEL
               Sure do -- next size down.

     Michael hands her the next file in the tool box.

                               MEL
                      (continuing)
               It's my department.
                      (anticipating)
               I got my degree in structural engin-
               eering; found out I was a damn good
               engineer but a lousy desk jockey and
               here I am -- Everyone always asks.

                               MICHAEL
               It's easy to see why.
                      (beat)
               I'll have to remember to thank Devon
               for introducing us.

                               MEL
               Devon?  Devon Miles?

                               MICHAEL
                      (smiles)
               Someplace where we could talk?

                               MEL
               Uh huh.  I know a place.

     EXT. ROOF OF ARMORCLAD COMPLEX - DAY

     as Michael and Mel cross to the parapet and she points to
     the test track below.

                               MEL
               The missile just penetrated the limo's 
               door.  It happened right out there.
               I couldn't get it out of my mind.  I
               decided we've all come too far to have
               it taken away from us now.  That's when 
               I went to see ---

                               MICHAEL
                      (interrupting)
               Whoa.  Hit the brakes will you?  You're 
               leaving me in the dust.

                               MEL
               Oh, I'm sorry.  I just got so wired.
               For starters, it's important you know
               the company's going bankrupt --
                      (off Michael's
                       look)
               -- end of the week.

                               MICHAEL
               In that case, maybe you oughtta be 
               out pounding the pavement instead of
               beating your head against an accident
               you can't do anything about.

                               MEL
               There's more to it than that.  Couple
               of months ago, I found out the credi-
               tors were willing to settle for ten
               cents on the dollar.  So I got 
               together a group of employees and 
               suggested we offer them thirty.  It 
               worked.  We were putting together a 
               buyout package when this happened.

                               MICHAEL
               You mentioned having something taken
               away, that what you meant?

                               MEL
                      (nods)
               We had some well-heeled buyers from
               Europe here for a demo.  The accident
               cost the company the sale.  We needed
               it to keep alive long enough to finance
               the buyout.  No reason for it.  None.

                               MICHAEL
               Reading in between the lines, Mel, I'd
               say you think someone purposely caused
               the accident.

                               MEL
                      (shrugs;
                       uneasily)
               All our vehicles are designed to with-
               stand twice the explosive force used 
               in testing.  What do you think?

                               MICHAEL
               I think it 'merits some scrutiny.'  I
               also think, if those buyers knew the 
               truth, maybe they'd give Armorclad 
               a second chance.

                               MEL
               It's too late.  We're meeting at 
               lunch to cancel the buyout anyway.

                               MICHAEL
               Mind if I come along?

                               MEL
               You familiar with the lug wrench?

                               MICHAEL
               Well, I've ducked a few in my day.
               I guess I'd recognize one if it flew
               past my ear.

                               MEL
               It'd take a tornado to get this one 
               airborne.  It's a little bar down 
               the road.  That's where we're
               meeting.

                               MICHAEL
               What time should I pick you up?

     Michael smiles, Mel returns it.  They hold a look and we go 
     to:

     EXT. LUG WRENCH BAR AND GRILL - DAY - TO ESTABLISH

     A roadside watering hole, surrounded by cars, and we 
     hear ---

                               KAGAN'S VOICE
               What do you mean by that?

     INT. LUG WRENCH BAR - DAY

     The buyout group surrounds Michael and Mel.  Here are Hank 
     Kagan, thirties, a large powerful man, Ed Deskey, older,
     quieter, but on the edge now, Lew Bresloff, a wirey, taut 
     man, and a half dozen others, all in casual clothing and 
     attorney, Andrew Spooner, in suit and tie with attache at 
     his side.

                               MICHAEL
               Exactly what I said, maybe you don't 
               have to throw in the towel.

                               KAGAN
                      (continuing)
               Who is this guy anyway, Mel?

                               MEL
               I told you -- a friend who thinks he 
               can help.

                               DESKEY
               Mel, you've already given us all the 
               help we can handle.

                               BRESLOFF
               Yeah, if it wasn't for you we 
               wouldn't be in this mess; wouldn't 
               have our savings in jeopardy, our 
               houses mortgaged.

                               MICHAEL
               All the more reason to listen to 
               what I say.  I think if I talk to 
               Hanson and the buyers, maybe we can 
               turn this around.  I admit it's a long
               shot but it's better than nothing
               and ---

                               SPOONER
               The creditors I represent are in 
               favor of taking any shot.  I think
               we should give him a crack at it.

                               KAGAN
               Sure, you have nothing to lose and
               everything to gain.

                               MEL
               We got into this because we all had 
               something to gain.  We still do.

                               DESKEY
               Come on, we've heard the speech 
               about your three kids and college,
               and late child support checks and ---

                               MEL
                      (interrupting)
               Forget my kids.  What about yours,
               Hank?  You come into a lot of money
               all of a sudden?  And that addition
               on the house, Lew, all paid for?
               Ed, ready to cancel that second 
               honeymoon?

                               MICHAEL
               Yeah, from what Mel's told me, this
               was the chance of a lifetime for you
               folks.  A chance to save your jobs 
               and latch onto a piece of the 
               American dream at the same time.  
               What happened to that?  Why are you 
               giving it up so easily?

     Looks between the members of the group in search of an 
     answer.

                               SPOONER
               What's the next move?

                               MICHAEL
               Talk to Hanson ---

                               KAGAN
               What's he going to say?

     CLOSE ON HANSON

     as he muses whatever Michael has just told him.

                               HANSON
               Brilliant idea.  Really.

     INT. ARMORCLAD CARRIAGE WORKS - DAY

     Hanson has looked up from the open engine compartment of
     his bright red, turbo charged, expensive foreign
     sportscar.  Technician Lilah Graham monitors gauges that 
     evaluate the output of the car's throbbing engine.  Michael,
     Mel, Kagan, Deskey, Bresloff and Spooner around him.

                               HANSON
                      (continuing)
               One problem -- if you get the buyers 
               to come back for another demo, who's 
               going to give it to them?

                               LILAH
               Yes, have you all forgotten we don't
               have a driver.

                               KAGAN
               Good point.  Who's going to be crazy
               enough to go out on that track after
               what's already happened?

     Looks between the members of the group.  A beat before
     Michael steps forward.

                               MICHAEL
               I might.

     As the group reacts, we are:

     CLOSE ON K.I.T.T.'S REAR WHEEL

     as it screeches to life; burns rubber and takes off in a
     haze of smoke, and we go to:

     EXT. ARMORCLAD TEST TRACK - DAY

     Hanson, Mel, Kagan, Deskey, Bresloff, Lilah and other 
     Armorclad employees watch, and we are:

     INSIDE K.I.T.T. - TRAVELING

     Michael hits some buttons on the overhead console.

                               MICHAEL
               Give me all the turbo boost you've 
               got, Kitt.  I want their eyeballs
               popping when we come off this jump.

     RESUME TEST TRACK

     as K.I.T.T. reaches the end of the ramp and turbo boosts
     through the air, landing further down the track than any
     vehicle ever has, and during the above we:

     INTERCUT - LONNIE LONDELL

     bouncing down an adjacent road in his 4 x 4 that proclaims
     LONDELL'S AUTO CIRCUS.  Lonnie is a muscular suburban
     cowboy with a bushy moustache.  He does a neck snapping
     double take when he sees K.I.T.T. turbo boost, and makes a 
     beeline for the test track.  During this sequence we will:

     INTERCUT - ARMORCLAD GROUP

     as they react to Michael and K.I.T.T.'s performance; eyes 
     popping in amazement, all except Hanson, who smells the 
     trouble Michael can make for him.

     RESUME INSIDE K.I.T.T.

                               K.I.T.T.
               I think that got their attention,
               Michael.

                               MICHAEL
               Okay, pal, now let's get me the job.

     Michael reaches to the console and we:

     RESUME THE TRACK

     as K.I.T.T. maneuvers through the esses at blinding speed;
     screeches to a stop at the end of the last curve; pauses a 
     beat and takes them just as fast in reverse.

     ANOTHER ANGLE

     The awed spectators lined up in the b.g.  Lonnie Londell
     pulls up in his 4 x 4 and joins the group just as K.I.T.T. 
     spins a 180, tilts into ski mode and blasts past them.
     Londell punches at the air exuberantly, and we:

     INTERCUT - INSIDE K.I.T.T.

                               MICHAEL
               Left profile ---

     Michael settles K.I.T.T. onto four wheels for an instant
     then tilts back up into ski mode on the passenger's side 
     wheels:

                               MICHAEL
               Right profile ---

                               K.I.T.T.
               Do you have anything special in mind
               for a finale, Michael?

                               MICHAEL
               Funny you should ask.  Remember that 
               time in Mexico when we hypnotized 
               that bull just before he gored the 
               matador?

                               K.I.T.T.
               I don't see any bulls here, Michael,
               or a matador for that matter.

                               MICHAEL
               I have a slight variation in mind.

     Michael settles K.I.T.T. down; does a 180, tromps on the 
     accelerator and heads right past:

     THE GROUP OF SPECTATORS

     as K.I.T.T. accelerates and does a series of continuous 360
     spins that culminate in the equivalent of an on-the-spot
     blinding-fast, ice skater's speed spin.  Finally, K.I.T.T.
     screeches to a stop and cruises back toward them.

                               DESKEY
               The man's got talent!

                               HANSON
               The man's a hot dog.

                               MEL
               He's the key to keeping the buyout 
               alive.

                               BRESLOFF
               He sure is.

     The group is clearly jubilant and relieved at this turn of 
     events.  As the group gravitates toward K.I.T.T., who
     approaches and pulls to a stop nearby.

     ANOTHER ANGLE - FAVORING MICHAEL

     As he gets out of K.I.T.T., Melanie, Deskey, Londell and 
     others collect around him.  In the b.g. Hanson and Lilah
     start walking toward the Armorclad test control booth.  Mel 
     gives Michael a thumbs up ---

                               MEL
               Not bad.  We just might have found
               us a driver.

                               MICHAEL
               And some buyers.

                               LONDELL
               You take the driver, sweetcakes.
               I'll take the car.  Name's Londell, 
               Lonnie Londell.  Owner, and star 
               pedal stomper of Londell's Auto
               Circus.  I was just buzzing by when
               I spotted those four-wheel
               gymnastics.
                      (gestures to
                       K.I.T.T.)
               How much'd that puppy set me back?

                               MICHAEL
               Sorry, but that puppy's not for sale.

     Londell grimaces; glances to his watch before ---

                               LONDELL
               Almost show time.  I can't haggle 
               with you now.  But when ole Lonnie
               makes up his mind to get something 
               -- I'll be barking at you again.

     Londell swings an envious glance toward K.I.T.T., then 
     turns and heads for his 4 x 4.

     INT. TEST CONTROL BOOTH - DAY

     as Hanson and Lilah enter ---

                               LILAH
               Now what?

                               HANSON
               I don't know.  I need some time to 
               think.

                               LILAH
               That villa in St. Moritz isn't going
               to be available forever, Gene.  And
               -- neither am I.

                               HANSON
               Don't push me now.  It took years to 
               embezzle that money and get it out 
               of the country.  I get into a buyout
               instead of a bankruptcy, I could
               lose it all.

                               LILAH
               Then I suggest you arrange for
               Michael Knight's first test drive to
               be his last.

     We hold on their looks and we:

                                              FADE OUT

                         END OF ACT ONE

                             ACT TWO

     FADE IN

     EXT. HIGHWAY - DAY

     as K.I.T.T. barrels along and we hear ---

                               K.I.T.T.
               Well -- that was very interesting
               wasn't it, Michael?

     INSIDE K.I.T.T. - DAY

     traveling.

                               MICHAEL
               Ever meet a lady welder who wasn't?

                               K.I.T.T.
               Michael, I was referring to that 
               fellow inquiring about me.

                               MICHAEL
               Oh, him.  Just your basic wild and 
               crazy guy, huh?

                               K.I.T.T.
               I don't recall you taking this 
               attitude when Devon was extolling 
               your high value and inestimable 
               worth, earlier.

                               MICHAEL
               Okay, okay, pal, I hear you.  But ---

                               K.I.T.T.
                      (interrupting)
               Good.  Now hear this --
                      (dramatically
                       setting scene)
               We're in deep snow country.  Our 
               adversaries dynamite the road.  The 
               explosion sets off a massive avalanche.
               We're buried under tons of ice and 
               snow, and you ---

                               MICHAEL
                      (interrupting)
               What?  What is this Kitt?  What're
               you talking about?

                               K.I.T.T.
               My worth, Michael.  Under such 
               circumstances, what do you think it 
               would be?

                               MICHAEL
                      (muses)
               Let's see -- ski country, cold,
               snowbound --
                      (beat)
               Is Mel with us?

                               K.I.T.T.
                      (exasperated)
               What must I do to get a serious
               answer out of you, Michael?

                               MICHAEL
               Ask a serious question.

                               K.I.T.T.
               Okay.  Why are we talking to these 
               buyers before we've had a chance to
               verify what Mel told you?

                               MICHAEL
               Good one -- because I called their
               hotel.  They're checking out today.
               It's now or never, pal.

     EXT. POSH HOTEL - DAY - TO ESTABLISH

     As K.I.T.T. approaches in the drive.  A limousine is parked
     beneath the entrance canopy.  Kleiser, Corelle and the 
     other buyers stand next to a mountain of luggage.  A 
     chauffeur gets out of the limo and goes around to open the 
     trunk.

                               K.I.T.T.
               Not a nano-second too soon, Michael.

     INTERCUT - INSIDE K.I.T.T.

                               MICHAEL
               Let's micro-jam that trunk lock, 
               just to be sure, pal.

     K.I.T.T.'s screen comes to life; a graphic of the lock 
     rotates and freezes, and we:

     RESUME THE SCENE

     as the chauffeur works at the lock to no avail.  He shrugs 
     at Kleiser, and the group.  They are less than pleased at 
     this turn of events.  Michael pulls up; gets out and joins 
     them.

                               MICHAEL
               Excuse me, but you folks seem to --
               suddenly have a few minutes.

                               KLEISER
               Whatever you're selling, were not
               interested.

                               MICHAEL
               You were yesterday.  If you hear me 
               out, you will be today.

     Looks between the group; a sense of curiosity and we are:

     CLOSE ON KLEISER

     as he considers whatever Michael has just told him.

                               KLEISER
               Intriguing, Mr. Knight.  But have 
               you proof of what you say?

     EXT./INT. AT THE HOTEL - DAY

     Any environment or background that has an upscale, posh
     quality where the buyers are gathered around Michael.

                               MICHAEL
               No, I haven't had time to ---

                               KLEISER
                      (interrupting)
               Mr. Knight -- If you have no proof
               the vehicle we saw yesterday was 
               purposely tampered with, as you
               claim, I think we're all wasting our 
               time.

                               MICHAEL
               Not if you get the best product on
               the market in the end.

                               CORELLE
               I don't think we can wait around for 
               another demonstration.  I'd like to 
               help you Mr. Knight but I'm afraid ---

                               MICHAEL
               We're not talking about me.  We're
               talking about some hard-working proud 
               folks.  They put their life savings 
               on the line to save their jobs and 
               their company.  It turned out you 
               were the key to it.  Your sale would 
               have given them the time to pull it 
               off.  All I'm asking is that you give 
               them a second chance.

                               KLEISER
               We're due in Detroit tomorrow for a
               competitor's demonstration.  Impossible.

                               CORELLI
                      (thoughtful
                       pause)
               Is it Hans?  I found Mr. Knight's 
               words most touching.  I'm surprised 
               you didn't.

     She swings a look to Michael for ---

                               CORELLE
               You see, though my colleague 
               possesses great wealth, unlike the 
               rest of us, he had to work hard for 
               it.  I find it a source of envy on
               occasion, myself.

     Corelle eyes Kleiser and smiles.  He muses, a tad chagrined,
     and softens with a reflective nod.

                               KLEISER
               All right Mr. Knight.  Schedule your 
               demonstration.

     EXT. HIGHWAY - NIGHT - TO ESTABLISH

     as we pan across and pick up K.I.T.T. travelling, and we
     hear ---

                               K.I.T.T.
               You know, Michael, it occurred to 
               me ---

     INSIDE K.I.T.T. - NIGHT

     travelling.

                               K.I.T.T.
                      (continuing)
               -- that these low profile information
               gathering missions are the ultimate 
               test of our abilities, aren't they?

                               MICHAEL
               Sure are pal.

                               K.I.T.T.
               I mean, we've developed a synergy
               that results in a high level of 
               precision timing and teamwork.

                               MICHAEL
               Come on Kitt.  I know when you're
               setting me up.  Get to the point.

                               K.I.T.T.
               All right, Michael.  What if we were 
               in the desert.  There was no water 
               for miles around.  The temperature
               was one hundred and twenty-five
               degrees and you were being chased by 
               a band of sword-waving camel drivers?

                               MICHAEL
               What?  Come on Kitt.  Give me a 
               break?  Who've you been talking to
               anyway?

                               K.I.T.T.
               No, Michael, seriously.  What would 
               I be worth?

                               MICHAEL
               Seriously?  Well, when you get right
               down to it buddy, you'd be just
               -- priceless.

                               K.I.T.T.
               You know, Michael, lately I get 
               the feeling you enjoy answering my 
               questions without really answering 
               them.  Am I right or am I wrong?

                               MICHAEL
               You sure are.

     K.I.T.T. stifles a groan and we go to:

     EXT. ARMORCLAD - COURTYARD - NIGHT

     as K.I.T.T. comes around the building and pulls to a stop.
     As Michael gets out:

                               MICHAEL
               Keep your scanners peeled, pal.

     Michael crosses toward the door marked Structural Technology
     and uses his lock pick to open it.  He slips inside the 
     building and we go to:

     INT. ARMORCLAD CARRIAGE WORKS - NIGHT

     as Michael makes his way to the limousine and whips back
     the cover -- the missile-pierced driver's door has been
     replaced.  Michael opens it slowly to discover the interior
     of the limo has also been fully restores.

                               MICHAEL
                      (via comlink)
               Kitt?

                               K.I.T.T.
               Yes, Michael?

                               MICHAEL
               They've beaten us to it pal.  The 
               door's already been replaced.

                               K.I.T.T.
               What are you going to do now,
               Michael?

                               MICHAEL
               Find it.

     ANOTHER ANGLE

     as Michael moves about the area.  He rolls aside a long
     tack board covered with engineering drawings -- nothing
     behind it.  He crosses to:

     A LARGE REFUSE BIN

     Lifts the top; peers inside.  Nothing.  He is about to walk
     away.  He pauses; turns back; rolls the refuse bin aside --
     nothing behind it too.  He stands puzzled for a few beats.
     His eyes return to the limousine and we go to:

     ANOTHER ANGLE - LIMOUSINE

     as Michael crosses to it; opens the trunk and looks inside.
     He pauses, dismayed; closes it, shaking his head.

                               MICHAEL
                      (comlink)
               Nothing, pal.  A big zero.

                               K.I.T.T.
               It sure sounds hopeless, Michael.

                               MICHAEL
               It's got to be here someplace.
                      (off an idea)
               I know what.  Run a Chem-Scan of the 
               area.  Look for compounds left by a 
               warhead when it detonates.

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

     as a schematic three-dimensional computer graphic of the
     complex appears, and is rotated on various axis.

                               K.I.T.T.
               The interaction of explosive materials
               commonly used in mobile-launched
               missiles deposits, a residue of
               napthlene sulfide crystals, Michael.

     The graphic on the monitor stops rotating and holds on an
     area, where a flashing indicator indicates the presence and
     location of the chemical residue, and we:

     RESUME MICHAEL

     as he reacts to ---

                               K.I.T.T.
               I'm picking up a high concentration
               in that area behind you.

     Michael crosses from the limo to a stack of tarpaulins
     used to cover the larger vehicles, tanks, etc.  Michael
     pulls a few aside revealing the punctured limousine door 
     behind it.

                               MICHAEL
               Good work, pal.

                               K.I.T.T.
               Thank you, Michael.  I'm pleased to 
               have made a contribution to ---

                               MICHAEL
                      (interrupting)
               Not so fast.  You don't have the 
               rest of the night off yet ---

     CLOSE ON THE DOOR OF THE LIMOUSINE

     The gaping hole in the sheet metal and ruptured armor plating
     behind it.  Michael runs his hand over the twisted surface,
     then holds his comlink near a section of the armor plate.

                               MICHAEL
                      (continuing)
               -- Analyze the composition of this
               armor plate and compare it to standard
               tech specs.

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

     As a multicolored graphic depicting a density/hardness/
     thickness analysis builds across the screen.

                               K.I.T.T.
               The material in question is of proper
               thickness, Michael, but has a highly 
               porous molecular structure.  I'm 
               getting a density/hardness reading 
               barely one third the grade specified.

                               MICHAEL
               That sure explains how the missile
               pierced it.  Give me some hard copy 
               on that, will you, pal?

                               K.I.T.T.
               Certainly, Michael.

     As the printer in K.I.T.T.'s console begins spitting out a 
     copy of the graphic on the monitor, a surveillance warning 
     light starts flashing.

                               K.I.T.T.
               Michael, my scanners are indicating 
               someone else is on the premises.

     EXT. ARMORCLAD CARRIAGE WORKS - NIGHT

     as Michael slips out of the door pulling it closed behind him.

                               MICHAEL
               Thanks, good buddy.  I'm on my way.

     As Michael crosses toward K.I.T.T., a figure lunges out of 
     the darkness.  Michael whirls in reaction and is able to 
     partially block the blow.  But the force of it knocks 
     Michael to the ground.  The attacker dives at Michael.  He 
     rolls aside.  They scramble to their feet in the darkness 
     grappling with each other for a hand hold.  Michael throws a 
     punch; blocks one and connects again.  Suddenly, both men
     freeze in reaction to the sudden blast of headlights that 
     illuminates the scene revealing Michael's attacker to be 
     Hank Kagan and we go to:

     ANOTHER ANGLE - HANSON'S SPORTS CAR

     as it pulls to a stop.  Hanson and Lilah get out leaving
     motor running and headlights on.

                               HANSON
               What's going on, Hank?

                               KAGAN
               I came back to check out the limo
               for tomorrow's test and found him
               sneaking around.

                               MICHAEL
               You always shoot first and ask
               questions later, Kagan?

                               HANSON
               I've got one you can answer -- What
               are you doing here?

                               MICHAEL
               Looking for proof what happened to 
               that limo wasn't an accident.

                               LILAH
               What?  That's ridiculous.

                               HANSON
               The police did a thorough 
               investigation.

                               MICHAEL
               They had no reason to think otherwise.

                               HANSON
               And you do?

     Michael opens K.I.T.T.'s door and comes up with the hard
     copy of the armor plate analysis.

                               MICHAEL
               The armor plate in the door of that
               limo was so below spec you could use
               it to wrap sandwiches.

     Hanson takes the print-out and hands it back with disdain.

                               HANSON
               So, one piece of defective plate got
               through the net.  It happens.

                               MICHAEL
               I think it was purposely ordered.

                               HANSON
               You can't prove that.  What do you
               know, anyway.  You've got a gas tank 
               for a brain, a tail pipe for a mouth, 
               and ---

                               MICHAEL
                      (interrupting)
               And I know my way around the track ---

                               HANSON
               You'll get a chance to prove that
               tomorrow.

                               MICHAEL
                      (interrupting)
               Start the countdown, pal.

     Michael burns Hanson with a look.  He and Lilah exchange an
     uncertain glance, and we go to:

     EXT. ROOF OF ARMORCLAD COMPLEX - DUSK (WOULD BE NICE)

     as Michael and Mel cross to the parapet from the entrance.

                               MEL
               An inferior grade of steel?

                               MICHAEL
                      (nods grimly)
               The armor in the door of that limo
               couldn't have stopped the cork from 
               a pop gun.

                               MEL
                      (puzzled)
               But we only buy one grade.  We use 
               it to armor all our vehicles.

                               MICHAEL
               Who supplies it?

                               MEL
               Bluesteel Fabricators.  Why?

                               MICHAEL
               Somebody ordered it, maybe Devon can
               find out who.

                               MEL
               I don't know, Michael, maybe we're 
               going too far with all this.  

                               MICHAEL
               Mel, we have proof the limo was 
               tampered with, the buyers are coming
               back for a demo -- we're turning 
               this thing around.  I thought you'd
               be excited?

                               MEL
               Michael, I'm -- terrified.
                      (off Michael's
                       look)
               I mean, what if it doesn't work?  I
               started this.  I built up everyone's
               hopes.  You saw how upset they were 
               yesterday.  What if it all comes 
               apart again?

                               MICHAEL
               They'll get over it, and --
                      (sideways look)
               -- I'll be impressed no matter what
               happens.  I mean, I don't know too 
               many people who can hold down a 
               demanding job, raise three kids and 
               put together a buyout at the same 
               time.  Takes somebody special.

     Mel thanks him with a smile; studies him a beat before ---

                               MEL
               Takes one to know one, Michael.

     They hold a long look and we go to:

     EXT. ROLLING TERRAIN - HIGHWAY - DAY - TO ESTABLISH

     as we pan across and pick up K.I.T.T. travelling, we hear ---

                               MICHAEL'S VOICE
               I'm test driving that limo today
               Kitt.

     EXT. ARMORCLAD CARRIAGE WORKS - DAY

     as K.I.T.T. approaches and pulls into the parking area.  As
     Michael parks and gets out ---

                               MICHAEL
                      (continuing)
               The run's scheduled for ten o'clock,
               which gives you plenty of time to do 
               a complete structural analysis.

                               K.I.T.T.
               I'll get started right away, Michael.

     As Michael walks off, Lonnie Londell's 4 x 4 roars into the
     parking area.  Lonnie jumps out; spots Michael and goes
     after him.

                               LONDELL
               Hey?  Hey there?!  Got a minute to 
               do some negotiatin' ---

     Londell lets the sentence trail off as Michael enters the 
     building before Londell can get his attention.

                               K.I.T.T.
               I certainly do, Lonnie.

     Londell turns toward K.I.T.T. in reaction.

                               LONDELL
               Son of a gun.  That's a doozie of an
               intercom you got there.  You do 
               some serious thinking 'bout what I
               said yesterday?

                               K.I.T.T.
               I never indulge in serious thinking
               until I have a bona fide offer to 
               consider.

                               LONDELL
               I like a fella who gets right to work
               on the bone.  But I sure prefer doing 
               it face to face.

                               K.I.T.T.
               Yes, but as a very wise fellow once 
               said, Lonnie -- bark now or forever 
               hold your peace.

                               LONDELL
               Well, what would you say to an offer
               of ---

                               MICHAEL'S VOICE
                      (interrupting)
               Kitt?  I need you, Kitt.

                               K.I.T.T.
               I'm right here, Michael.

                               MICHAEL
               They moved up the test time.

     INSIDE THE LIMOUSINE ON THE TEST TRACK - MICHAEL

     is behind the wheel of the luxurious, stretched limo.

                               MICHAEL
                      (continuing)
               I'm on the track and rolling now.

                               K.I.T.T.
               Oh my goodness ---

                               MICHAEL
               That's what I said.  How's that
               analysis coming?

                               K.I.T.T.
               I'm a little behind, Michael, but
               I'll accelerate my computations.

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

     as it comes to life and a schematic drawing of the 
     limousine traces out and starts rotating.  Suddenly, the
     rotation stops.  A flashing indicator is centered on the
     driver's door.

     EXT. ARMORCLAD TEST TRACK - DAY

     as the limousine rockets up the inclined ramp; sails
     through space; lands hard and keeps going, heading into the
     esses.

                               K.I.T.T.
                      (alarmed)
               Michael, the armor plate in the 
               driver's door is of inferior grade.

     RESUME MICHAEL INSIDE THE LIMOUSINE

     whipping the steering wheel from side to side as he puts 
     the limo through the tight turns.

                               MICHAEL
               The sandwich wrap variety, right?

                               K.I.T.T.
               I'm afraid so, Michael.

                               MICHAEL
               Then you'd better keep your scanners
               peeled for ---

     The rest of Michael's words are drowned out by the blast of:

     THE MOBILE ROCKET LAUNCHER

     as it fires.  The missile takes off across the terrain,
     homing in on the limousine.  We hold a beat and then we:

                                              FADE OUT

                         END OF ACT TWO

                            ACT THREE

     FADE IN

     EXT. ARMORCLAD TEST TRACK - DAY - THE MISSILE - CONTINUOUS

     rockets over the terrain at high speed, and we are:

     ON A MONITOR IN TEST TRACK CONTROL ROOM

     The limousine comes flying out of the esses.  We pull back
     to include Lilah and Hanson, eyes are glued to the monitor
     in expectation of the missile's impact.  And the buyer
     group, Kleiser, Corelle, et al, who are watching with
     interest, but a "This better be worth the trip" attitude.

     THE LIMOUSINE

     rockets down a straightaway.

                               K.I.T.T.
               ETA eighteen point three-six-eight
               seconds, Michael.

     INSIDE THE LIMOUSINE - MICHAEL

     is now maneuvering the car into an upcoming turn.

                               MICHAEL
               Can you override the guidance system?

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

     A graphic of the test track depicted.  The limousine
     represented by a moving rectangular symbol and the missile
     by an arrow that is homing in on it.

                               K.I.T.T.
               There isn't enough time to gain
               access and alter the program!

                               MICHAEL
               Then we use that precise timing and
               teamwork you're always talking 
               about.  Count 'r down, pal!

                               K.I.T.T.
               Six - five - four - three - two 
               - one ---

                               MICHAEL
               Zero!

     As he shouts out zero, Michael stomps on the brake and
     whips the steering wheel to the right and:

     THE LIMOUSINE

     swerves to the right and comes to a screeching stop ninety
     degrees to its former direction of travel, and during this
     sequence, we will ---

     INTERCUT - THE MISSILE - FROM INSIDE LIMO

     Nano seconds from blasting the limo to bits, it flies past
     the limo parallel to and just below the bottom of the 
     windows -- so close you could reach out and touch it -- and
     keeps on going over the terrain, and we:

     INTERCUT - HANSON, LILAH AND BUYERS

     reacting when the missile misses the limousine.  Hanson 
     leaves the control room and heads outside to the track.
     The buyers are buzzing in response.

                               KLEISER
               That's what I call tactical maneuver-
               ability!

                               CORELLE
               Incredible reaction time!!

     INTERCUT - MICHAEL

     convinced he's a goner; waiting for the explosion.  When
     the missile zips past the limo, he lets out a long breath
     before ---

                               MICHAEL
               We cut that one pretty close, pal.

                               K.I.T.T.
               I know, Michael.  I have just now
               taken control of the guidance system
               and located a hillside in the 
               distance where I can harmlessly
               dispose of ---

                               MICHAEL
                      (interrupting)
               Sure would be a shame to waste all
               that explosive power, good buddy.

                               K.I.T.T.
               Are you saying you have selected an
               alternate target, Michael?

                               MICHAEL
               Sure have, pal.

                               K.I.T.T.
                      (catching on)
               It would not just happen to have an
               exotic, turbo-charged internal 
               combustion engine, would it?

                               MICHAEL
               Why I believe so ---

                               K.I.T.T.
               And thirty-two hand-rubbed coats of
               candy apple red lacquer?

                               MICHAEL
               How'd you guess?

     A trace of a smile breaks across Michael's face, as we go to:

     EXT. ARMORCLAD COMPLEX - DAY - FAVORING HANSON

     As he crosses from the building toward the test track, we 
     hear:

                               K.I.T.T.
               Coordinates of new target computed
               and programmed into guidance system,
               Michael.

     Hanson hears the whistle of the incoming missile.  He 
     pauses and looks up to see:

     THE MISSILE

     as it zips through the air in a graceful arc; its trajectory
     ending in a direct hit on:

     HANSON'S EXPENSIVE FOREIGN SPORTS CAR

     as the missile plows into it and explodes.  The car vanishes
     in an orange fireball and is wrecked by a second explosion
     that blows it to bits, and we are:

     CLOSE ON HANSON

     He can't believe his eyes; looks like he's been jabbed in 
     the butt by an electric cattle prod, and we:

     RESUME THE SCENE

     As smoke from the explosion curls to the sky in the b.g.,
     the limousine drives off the test course and pulls to a 
     stop next to Hanson.  The window rolls down, revealing
     Michael.

                               MICHAEL
               Guess it was a defective missile
               that slipped through the old net 
               this time, huh?  I'd say your safety
               procedures are way overdue for a 
               tune-up, pal.

     Michael breaks into a knowing smile.  Hanson burns a few
     beats before they react to the rumble of:

     THE URBAN TERRORIST CONTROL VEHICLE

     as it rolls out of the Structural Technology bay where Mel
     has been working on it.  It now brandishes a variety of 
     formidable-looking ordinance.  Mel is walking beside it.
     Michael gets out of the limousine and crosses to Mel.

                               MEL
               I heard you put on an explosive
               performance, Michael.

                               MICHAEL
                      (a wry smile)
               Hanson was a little disappointed in
               the finale, but I sure liked it.
                      (indicates 
                       vehicle)
               What's going on?

                               MEL
               Gunnery tests.

     Michael notices Hanson and Lilah gravitating toward Kleiser,
     Corelle and the other buyers, who approach from the observa-
     tion area.

                               MICHAEL
               I let you know, if I need a little
               ammo to close the deal.

     ANOTHER ANGLE - FAVORING GROUP

     They are clearly impressed with what they have seen as 
     Michael crosses and intercepts them.

                               HANSON
               Well -- I think we'd be more
               comfortable in my offices.

                               MICHAEL
               Excuse me, folks, but are you all 
               familiar with the Armorclad, ironclad 
               guarantee?

                               KLEISER
               Certainly.  It was part of the
               specification package we assembled.

                               CORELLE
               Yes, a prerequisite to any serious
               discussion of purchase....

                               MICHAEL
               Good, because if I were you, I'd
               want mine from the people who'll be 
               backing it up -- not the ones who 
               screwed it up.

     Kleiser, Corelle and the group ad-lib their agreement.
     Michael gestures ---

                               MICHAEL
               Right this way, folks ---

     As they move aside, we go to:

     ANOTHER ANGLE - FAVORING K.I.T.T.

     as Lonnie Londell arrives in his 4 x 4; gets out and 
     approaches K.I.T.T.

                               LONDELL
               That sure was a nifty little move 
               you put on me yesterday.

                               K.I.T.T.
               Would you mind explaining what you 
               are implying by that, Lonnie?

                               LONDELL
               Well heck, you set me up -- let me 
               get right to the point of making an 
               offer, then slammed the door on me.  
               But if I were you, I wouldn't try
               pulling it again today.

                               K.I.T.T.
               On the contrary, I am extremely
               interested in what you have to say.

                               LONDELL
               Now you're starting to howl my kinda 
               tune ---

     Londell moves in closer; leans in a confidential manner on
     K.I.T.T. and prepares to deal, and we go to:

     ANOTHER ANGLE - MICHAEL AND BUYERS

     as their meeting breaks up; handshakes all around as the
     buyers move off.  Hanson, Lilah and Mel, who have been
     waiting anxiously on the fringes, move in around Michael.

                               MEL
               How'd it go?

                               MICHAEL
                      (thumbs up)
               Ninety-nine percent sure they're
               going with Armorclad.

                               MEL
               Oh, that's wonderful!

     Hanson and Lilah react and move off toward the complex in
     the b.g.  Mel takes Michael's arm exuberantly ---

                               MEL
               Let's tell the others, come on!

     Michael holds her back for ---

                               MICHAEL
               Let's wait a while for that.
                      (off her look)
               They didn't exactly say ninety-nine 
               percent.  More like forty-nine.

                               MEL
               Then why did you say that?

                               MICHAEL
               To put some pressure on the guy who
               -- used to drive the red sports car.

     Mel eyes Michael with a mixture of mischief and admiration,
     and we go to:

     ANOTHER ANGLE - FAVORING HANSON AND LILAH

     as they approach the complex of buildings.

                               LILAH
               We'll have to find another way, Gene.

                               HANSON
               I don't know.  There isn't time to
               set up another accident.  I ---

                               LILAH
               How about trying -- a woman's way?

     Off Hanson's curious look, we go to:

     ANOTHER ANGLE - FAVORING K.I.T.T.

     Londell is standing back, thinking.

                               LONDELL
               Suit yourself, I was hoping you'd
               have some fix on an asking price ---

                               K.I.T.T.
               I suggest, Lonnie, you simply make 
               me an offer I can't refuse.

                               LONDELL
               Well, what would you say to ---

     Michael steps in front of Londell as he crosses to K.I.T.T.,
     opens the door and gets in.

                               MICHAEL
                      (interrupting)
               'Scuse me, good buddy.

     Michael slams the door, and drives off before Londell can
     get out a word.  Londell is fit to be tied, and we are:

     INSIDE K.I.T.T.

     traveling.

                               K.I.T.T.
               That fellow just refuses to give up,
               Michael.

                               MICHAEL
               Not now, Kitt.  Get me Devon, I ---

                               K.I.T.T.
                      (continuing)
               He seems intent on acquiring my
               services -- in perpetuity and ---

                               MICHAEL
               Kitt ---

                               K.I.T.T.
                      (continuing)
               And I was just wondering, if we were
               trapped in the bowels of the earth
               just prior to an underground nuclear
               test and ---

                               MICHAEL
               Your worth would have plummeted like
               a rock, okay?!

                               K.I.T.T.
               But why, Michael, I ---

                               MICHAEL
               Because how'd we get there in the 
               first place?  Now, get me Devon.

     K.I.T.T.'S SCREEN

     comes alive and we see Devon appear.

                               MICHAEL
               Yo, Dev.  Anything on Bluesteel
               Fabricators yet?

                               DEVON
               Yes, it's just starting to come in
               now.  We've also acquired some 
               additional data on Mr. Hanson you'll 
               find most enlightening.

                               MICHAEL
               You mean it gets better?

                               DEVON
               Yes, it seems he's been burning the 
               candle from both ends.  I had Bonnie
               cross check a list of global
               assassination attempts.  Evidently,
               Hanson has taken massive payoffs
               from radical terrorist factions to ---

                               MICHAEL
                      (putting it
                       together)
               -- to install low-grade armor in
               vehicles he supplies to people on
               their hit lists.

                               DEVON
               Precisely.  A very nasty fellow.
                      (beat)
               Care for a hard copy of this
               Bluesteel data, Michael?

                               MICHAEL
               Fire away.

     The printer in K.I.T.T.'s console clacks to life and we are:

     CLOSE ON A STACK OF CURRENCY

     as another bundle is added to the stack and we hear ---

                               HANSON'S VOICE
               Fifty thousand?  A hundred?

     INT. TEST CONTROL BOOTH - DAY

     as Hanson removes money from a safe behind a false
     component in the wall covered with racks of electronic
     gear.  He is stacking it on a console in front of Mel.

                               HANSON
               Two hundred?  Think about it, Mel --
               Two hundred and fifty thousand
               dollars.  To forget this buyout.

                               MEL
               Gene -- you said you wanted to go over
               some upcoming orders before the company
               changed hands.  If I thought ---

                               HANSON
                      (interrupting)
               Come on, Mel.  Which would you rather
               have?  A quarter of a million dollars
               or a small piece of a business that's
               going nowhere?

     He takes a couple of bundles of cash from the stack and 
     shoves them into Mel's hands.

     Mel shoves the money aside.

                               MEL
                      (angrily)
               Bankrupt, huh?

     Mel turns to leave.  Hanson grabs her arm to stop her.

                               HANSON
               You're a bright girl, Mel.  Maybe
               you should be thinking about those
               kids of yours now.

                               MEL
               My kids?  What about my kids?

                               HANSON
               Nothing.  I just see 'em sometimes
               waiting at the bus stop to go to
               school.

                               MEL
               Are you saying you'd hurt my
               children if I didn't ---

                               HANSON
               Mel, I was just suggesting you put
               their welfare before other considera-
               tions.

     Hanson pushes the remainder of the money toward her.  We
     hold a beat on Mel, staring from the money to Hanson, and 
     go to:

     EXT. ARMORCLAD CARRIAGE WORKS - DAY

     as K.I.T.T. approaches and pulls into the parking area.
     Michael gets out carrying the envelope.  He crosses toward 
     the buildings; spots Mel hurrying to her car and goes after
     her.

                               MICHAEL
               Mel?  Hey, Mel, wait up?

     As Michael catches up and walks with her --- 

     Mel keeps walking toward her car.  Michael takes her arm to
     stop her; turns her around and studies her a beat.

                               MICHAEL
               What's the matter, Mel?

                               MEL
               Nothing, I'm fine.

                               MICHAEL
               Well, you sure don't look like someone
               who's excited about owning her own
               company to me.  You're not yourself.
               I can see it.

                               MEL
               I'm okay.  I've just got some
               thinking to do.

                               MICHAEL
               What happened?  What's going on?

     Mel looks away to avert Michael's stare.

                               MICHAEL
               Has Hanson frightened you in some way?

                               MEL
                      (interrupting)
               No, Michael.  I told you I need some
               time.  I'm confused.  I ---

     Michael shows her the hard copy of the Bluesteel data.

                               MICHAEL
               Hanson's a killer, Mel.  He's the one
               who ordered that low-grade armor.  His
               signature right there.

                               HANSON
                      (interrupting)
               The lady said, no.  Maybe you didn't
               hear her?

     Michael and Mel turn in reaction and we go to:

     ANOTHER ANGLE - FAVORING HANSON

     wielding a gun that he levels at Michael.  He gestures with
     his head for Mel to leave.  She hesitates.

                               HANSON
               Everything's fine, Mel.  Get going.

     She swings a forlorn, apologetic look to Michael before she
     turns and hurries toward her car.  Hanson eyes Michael
     coldly.  We hold a beat and then we:

                                              FADE OUT

                        END OF ACT THREE

                            ACT FOUR

     FADE IN

     EXT. ARMORCLAD CARRIAGE WORKS - DAY - TO ESTABLISH

     INT. ARMORCLAD - PAINT SPRAY CHAMBER - DAY

     The hermetically sealed type.  Hanson directs Michael
     inside at gunpoint and locks the door which has a small
     window.  Michael looks around, finds himself bunking with a 
     vehicle primed for painting.  He crosses to it; pulls open 
     the door; reacts with disappointment when he sees:

     IGNITION SWITCH

     The key to start the vehicle and blast his way out of the 
     chamber not there, and we:

     RESUME MICHAEL

     as he crosses from the vehicle to the window in the door
     and talks into his comlink.

                               MICHAEL
               Kitt?  Talk to me, good buddy?

     INTERCUT - K.I.T.T.'S CONSOLE

                               K.I.T.T.
               I hear you, Michael.

     A schematic of the building spins on K.I.T.T.'s screen.
     The paint chamber identified by a flashing knight chesspiece.

                               K.I.T.T.
                      (continuing)
               Your comlink signal indicates you
               are locked in the electrostatically 
               charged paint-spraying chamber, 
               Michael.

                               MICHAEL
               Yeah, I think I'm about to become 
               the first member of my family to 
               sport a baked-on finish.

                               K.I.T.T.
               Well, I find it rather becoming and 
               easy to maintain, myself.

                               MICHAEL
               Thanks.  But taking showers in a 
               car wash isn't my idea of a good 
               time.  I'm counting on you, pal.

                               K.I.T.T.
               I'm on my way, Michael.

     CLOSE ON K.I.T.T.

     as his engine comes to life; the revs build to a deafening
     roar; the clutch pops, the rear wheels spin and we go to:

     ANOTHER ANGLE - WIDE

     as K.I.T.T. takes off at high speed; rockets across the 
     grounds of the complex and accelerates onto a collision
     course with:

     A STEEL ROLL-UP DOOR

     as K.I.T.T. heads right for it at maximum speed, and we go
     to:

     INT. ARMORCLAD CARRIAGE WORKS - DAY - STEEL DOOR

     as K.I.T.T. explodes through it.  The pieces spike through the 
     air in every direction, and we:

     INTERCUT - MICHAEL

     watching this through the small window in the paint chamber
     door, and also:

     INTERCUT - HANSON

     at the controls of a hydraulic lift in anticipation of 
     K.I.T.T.'s arrival.  He hits the up button just as:

     K.I.T.T.

     nose dives to a panic stop inside the building.  His wheels 
     are still turning when:

     THE LIFT MECHANISM

     now directly beneath him rises suddenly and engages
     K.I.T.T.'s structural undercarriage.

     K.I.T.T.'S SENSOR CONSOLE

     instantly detects the upward pressure.  EMERGENCY and LOSS
     OF TRACTION flash in warning, as:

     K.I.T.T.'S WHEELS

     rise an inch off the floor.  They start spinning at top 
     speed, but to no avail.  K.I.T.T.'s out of business, and we:

     RESUME THE SCENE - WIDE

     as the lift continues to rise, parking K.I.T.T. in neutral,
     six feet off the floor.  Hanson watches for a few beats,
     then, clearly satisfied by this counter punch, he crosses 
     from the lift console to the paint chamber controls and 
     prepares to activate the spraying mechanism.

                               K.I.T.T.
               I'm in trouble, Michael.

     INTERCUT - MICHAEL

                               MICHAEL
               Yeah, I'd say your effectiveness is 
               somewhat up in the air at the moment.

                               K.I.T.T.
               It's no joking matter, Michael.  I 
               find this posture most humiliating ---

     Michael spots something moving out of the corner of his 
     eye.  He cranes his neck, and we:

     INTERCUT - MEL

     who has slipped into the building and is moving in Michael's
     direction.  She pauses when she sees the path she must take
     leads right past Hanson.  She shrugs at Michael, indicating
     she is trapped.  Over this we hear ---

                               K.I.T.T.
                      (continuing)
               -- Not to mention it totally
               neutralizes my ability to assist you.

                               MICHAEL
               Hey, you're not out of business yet,
               pal.  I just spotted a way to lower
               your center of gravity.

                               K.I.T.T.
               The sooner the better, Michael.

                               MICHAEL
                      (glances 
                       anxiously to
                       Hanson)
               For you and me both, good buddy.
               Kick in your smoke jets, lay down a 
               screen and get ready to go to work.

     CLOSE ON K.I.T.T.

     as smoke suddenly begins to blast out of a series of jets 
     aligned along the bottom edge of his rear bumper, and we:

     RESUME THE SCENE

     as the smoke billows rapidly and engulfs Hanson in a 
     blinding cloud.  Mel comes from her hiding place; hurries 
     past Hanson and unlocks the door to the paint chamber,
     releasing Michael.  We follow as they cross to the lift 
     controls ---

                               MICHAEL
               I knew you were a fast thinker, Mel.

                               MEL
               I shouldn't have had to do any 
               thinking at all.  I'm glad I didn't
               let you down.

                               MICHAEL
               So am I.  It's never a pleasant 
               experience --
                      (glances up)
               For most of us, anyway ---

     INTERCUT - LIFT CONTROL CONSOLE

     as Michael hits the DOWN button and K.I.T.T. starts to 
     descend ---

     HANSON

     lunges at Michael from within the smoke cloud.

                               K.I.T.T.
               Michael, behind you!!

     Michael whirls; disarms Hanson with a karate combination
     and decks him with a right to the jaw.  The gun goes 
     flying.  Hanson scrambles to his feet and gets into the 
     UTCV (Urban Terrorist Control Vehicle) ---

                               MEL
               Hurry!

                               MICHAEL
               Soon as my buddy comes down to earth.

     As K.I.T.T. settles to the ground, we go to:

     EXT. ARMORCLAD CARRIAGE WORKS - DAY

     K.I.T.T. explodes out of the opening he blasted through
     earlier, and we hear ---

                               MICHAEL'S VOICE
               Let 'er rip, good buddy.  Give me
               all the pursuit power you've got.

     K.I.T.T. pauses a beat, then explodes into turbo mode.

     INSIDE K.I.T.T. - MICHAEL

     is snapped back against his seat by the acceleration.

     THE UTCV (URBAN TERRORIST CONTROL VEHICLE)

     rumbles away from the complex at high speed.  Hanson is at 
     the controls.  He swings around, blocking K.I.T.T.'s way,
     and we:

     RESUME INSIDE K.I.T.T.

     and intercut as necessary throughout as K.I.T.T. barrels at 
     the UTCV.

                               K.I.T.T.
               What are we going to do, Michael?

                               MICHAEL
               We're going to accelerate, turbo
               boost over him and attack from the 
               rear.  Ready, pal?

                               K.I.T.T.
               All systems go, Michael.

     Michael tromps on the accelerator ---

     K.I.T.T.'S SPEEDOMETER

     the digital readout climbs over the two fifty mark, and we:

     RESUME THE SCENE

     as K.I.T.T. accelerates at the UTCV that straddles the 
     center of the road.  In the command turret of the UTCV,
     Hanson presses some buttons on a console.  The turret that 
     houses the water cannon comes to life and zeroes in on 
     K.I.T.T., as we hear ---

                               MICHAEL'S VOICE
               Prepare to turbo boost, pal.

     ON THE WATER CANNON

     as a powerful jet of water blasts out of the nozzle at:

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

     as the water smacks into it.  The wipers spring to action,
     but are ineffective against the deluge.

                               K.I.T.T.
               My sensors are indicating zero
               visibility, Michael.

                               MICHAEL
               So are mine, pal.  For openers, what
               do you say we abort this maneuver?

     Michael disengages turbo boost; whips the steering wheel
     hard and slams on the brakes.  K.I.T.T. starts to spin into 
     a one-eighty, and we are:

     ON THE COMMAND TURRET OF THE UTCV - HANSON

     is enjoying this immensely.  He presses some buttons on the 
     console, activating a series of jets beneath the leading
     edge of the UTCV that spray the road with the Teflon-based 
     oil.

     RESUME THE SCENE

     as K.I.T.T. spins out of the one-eighty.

                               MICHAEL
               Okay, pal, let's accelerate out of 
               here and regroup.

     Michael tromps on the accelerator.  Instead of rocketing
     away, K.I.T.T. hits the oil and spins into a continuous 
     three-sixty.  As K.I.T.T. pinwheels out of control across
     the road ---

                               MICHAEL
               I can't pull us out of this, Kitt!
               What's going on?!

                               K.I.T.T.
               My preliminary analysis indicates a 
               zero friction substance, most likely
               a Teflon derivative, is coating the 
               road surface, Michael.

                               MICHAEL
               Great --
                      (reacts O.S.)
               Oh-oh.  We're going in, pal!  Assume
               the crash positi ---

     Michael's words are cut short as K.I.T.T. spins onto the 
     shoulder and slams into a roadside knoll, and we are:

     ON THE UTCV MACHINE GUNS

     as the tandem-mounted fifties come to life, firing rapid
     bursts, and we are:

     INSIDE K.I.T.T. - MICHAEL

     reacts as the rounds ricochet off K.I.T.T.'s windshield 
     without leaving a scratch.  He turns the steering wheel and 
     begins to maneuver K.I.T.T. away from the knoll, across the 
     shoulder and back onto road ---

                               K.I.T.T.
               Why don't we micro-lock his brakes, 
               Michael, and ---

     Michael interrupts and punches some buttons on his console
     during ---

                               MICHAEL
               Because he'll start firing missiles
               if he can't pursue us.  We have to 
               neutralize them first.

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

     as a complex three-dimensional schematic of a missile
     guidance system rotates on axis.  A warning indicator
     flashes GUIDANCE SYSTEM PROTECTED.

                               MICHAEL
               Does that mean, what I think it 
               means, Kitt?

                               K.I.T.T.
               Not quite, Michael.  But it does 
               mean it will take considerably 
               longer to reprogram the guidance 
               coordinates than last time.

     Michael glances to the digital clock.  It reads -- 2:52.

                               MICHAEL
               Forget it, Kitt.  There isn't enough
               time.

     Michael whips the steering wheel and heads back toward the 
     UTCV.

                               K.I.T.T.
               Do you have a plan, Michael?

                               MICHAEL
               Sure do.

     RESUME THE SCENE

     as Michael steers K.I.T.T. down the road and cuts at an 
     angle past the UTCV.  Hanson wheels around and pursues at 
     high speed, and we go to:

     ANOTHER ANGLE - FAVORING RAVINE

     A sharp drop off bordered by parallel sections of the 
     roadway where it switches back on itself.  As K.I.T.T.
     accelerates and angles off the road toward the ravine and 
     Hanson continues his pursuit in the UTCV, we hear ---

                               MICHAEL
               Kitt, I want a smoke screen and 
               turbo boost in that order.  You with
               me?

                               K.I.T.T.
               You're the one who has the option to
               eject, Michael.

                               MICHAEL
               Okay -- Now!

     Michael hits some buttons.  Smoke blasts out of the jets
     beneath K.I.T.T.'s rear bumper, billowing into a huge 
     cloud.  The UTCV ploughs into the dense smoke, almost 
     vanishing from view.

     K.I.T.T.

     approaches the edge of the ravine at high speed; turbo
     boosts and leaps into space.

     IN THE UTCV - HANSON

     is surrounded by the dense smoke.  He waves at it with his 
     arms and keeps charging forward, finally emerging from the 
     smoke.  His eyes widen with horror when he sees the edge of 
     the ravine dead ahead and moving up fast.  It's too late to 
     take evasive action.  As the UTCV pitches off the edge:

     K.I.T.T.

     completes the turbo boost leap across the ravine and lands
     on the roadway on the opposite side.  As K.I.T.T.
     accelerates down the road, Michael looks back to see:

     THE UTCV

     as it tumbles into the ravine, rolls and bounces when it 
     hits bottom and ends up on its back like a helpless turtle,
     and we:

                                             FADE OUT

                          END OF ACT FOUR

                                TAG

     FADE IN

     EXT. ARMORCLAD COURTYARD - DAY

     An outdoor celebration is in progress amidst a collection
     of Armorclad manufactured vehicles -- the limousine, the 
     Urban Terrorist Control Vehicle, etc., and K.I.T.T.
     Michael, Mel, Kagan, Deskey, Bresloff and the other 
     employees take part.  Kleiser, Corelle and the group of 
     buyers shaking the new owners' hands on a deal.  Mel 
     smashes a bottle of champagne over the UTCV ---

                               MICHAEL
               I'd say this puppy got all the test
               driving she'll ever need -- passed 
               with flying colors, too.

                               K.I.T.T.
               Almost.  Excuse me, but I believe we
               did the flying, Michael.

                               MICHAEL
               Sure did.  Like I said, Kitt, I'll 
               take your turbo boost over ---

                               LONDELL
               Nope, I'll take it.

     Londell appears and drops a bulging money bag on K.I.T.T.'s 
     hood.

                               LONDELL
               A week's gate from my Auto Circus in 
               there.  Call it a down payment and 
               lay the sticker price on me.

                               MEL
               I think he means business, Michael.

                               LONDELL
               Sure do.  Now that I got you face to
               face, and off that intercom, us two
               pedal stompers are gonna make a 
               sweet deal for this 'lil ole puppy.

                               MICHAEL
                      (considers)
               Just how much sugar's in that bag?

                               K.I.T.T.
               Pardon me, Michael, but do I detect 
               symptoms of entrepreneurial intent?

                               MICHAEL
               Well, good buddy, I guess some of 
               that curiosity about your worth on
               the open market has rubbed off.

                               K.I.T.T.
               Michael, I distinctly recall only 
               yesterday you were virtually unable
               to establish my worth as other than
               -- priceless.  Which in popular 
               lexicon means:  A)  The coveted
               item has a value beyond estimation;
               B)  no offer tendered will be 
               sufficient to acquire it;  C)  the
               puppy in question is not for sale;
               D)  all of the above.

                               LONDELL
               Whew.  Where I come from that many
               words usually means I'm priced out 
               of the market.

     Londell and K.I.T.T. are on hold as Michael muses for a 
     long beat.

                               MICHAEL
               It's a tough call, but the bottom
               line is -- you're outta there.

                               LONDELL
               Gonna have to find some place else 
               to spend my money, huh?

                               K.I.T.T.
               If I may, Lonnie, I'd like to suggest 
               you don't have very far to look.

                               MEL
               I was just about to make the same 
               suggestion.  I'm sure the new owners 
               of Armorclad could cook up something
               to fit your performance and price 
               specifications.

     Kagan, Deskey, Bresloff, et al, ad-lib their agreement.  As 
     they collect around Londell and get down to business ---

                               K.I.T.T.
               You know, Michael, I think I have 
               just realized, the most meaningful
               estimate of one's worth is how one 
               feels about one's self.

                               MICHAEL
               Like I said, pal, you're priceless.

     Michael smiles, we hold a beat and then we:

                                              FADE OUT

                             THE END