Home : Knight Rider : Season 3 : Knight Of The Chameleon : Scripts : 2nd Draft

KNIGHT RIDER: KNIGHT OF THE CHAMELEON

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

Production #58631
2nd Draft - October 22, 1984 (F.R.)

Teleplay: .................. Robert Sherman
Director: .................. Winrich Kolbe

                              
                                ACT ONE

     FADE IN

     EXT. COURTHOUSE - DAY - TO ESTABLISH

     busy downtown area.

     OMITTED

     INT. COURTHOUSE AREA - DAY

     A plainclothes officer, Bryson, escorts a handcuffed 
     prisoner in.  Early forties, lean, deceptively charming,
     wearing a distinctive gold ring, his name is Gordon Baxter
     the Chameleon.

                               CHAMELEON
               Ah, look at it...Smell it....

                               BRYSON
                      (sniffs)
               Yeah, they must've just waxed the
               floors.

                               CHAMELEON
               I'm not talking about floors, Bryson,
               I'm talking about American jurispru-
               dence...the District Court of Appeals
               ...The conscience of the criminal
               justice system.

                               BRYSON
               Save it for the judge.

                               CHAMELEON
                      (a smile)
               I'm just warming up.  In this game,
               you've got to come out of the blocks
               fast.
                      (re men's room)
               How 'bout a little pit stop?

                               BRYSON
               It's always something with you.

                               CHAMELEON
               C'mon.  Loosen up.  You'll live 
               longer.

     Bryson sighs, relents, escorts the Chameleon to the men's 
     room.

     INT. MEN'S ROOM - DAY

     Bryson and the Chameleon enter.

                               BRYSON
               You know the routine -- age before
               beauty.

     He unlocks one of the cuffs, slips it around a post, then
     fastens it to the Chameleon's wrist again.  With the 
     Chameleon safely secured, Bryson turns to the wash basin.
     As he does, the Chameleon uses the leverage of the post to 
     lift himself off the ground and drives his legs into 
     Bryson's back -- propelling Bryson into the wall with such
     force that he is knocked cold by the impact.

     THE CHAMELEON

     now tears off a piece of skin-colored latex from his wrist,
     revealing a small key...which he uses to unlock the 
     handcuffs.  Then he gets Bryson's gun, pockets it and moves 
     to the door, opening it carefully.

     INT. CORRIDOR - ON THE CHAMELEON

     Checking to make sure the way is clear, he darts across the 
     corridor and enters a door marked:  Judge Edith Webster's 
     Chambers.

     INT. JUDGE'S CHAMBERS - DAY

     Wearing her judicial robe, Judge Webster is working behind 
     her desk when she looks up, startled to see the man with a 
     gun enter.

                               CHAMELEON
               Take off your robe!
                      (to her 
                       reaction)
               Don't worry, Your Honor, it's not 
               what you think.  Now take it off.

     OMITTED

     INT. MEN'S ROOM - DAY

     A deputy sheriff enters, sees Bryson, reacts.

                               BRYSON
                      (regaining 
                       consciousness)
               Escaped prisoner...hit the alarm...!

     The deputy sheriff rushes out.

     EXT. CITY STREET - DAY - ON K.I.T.T.

     moving through traffic.

                               MICHAEL (V.O.)
               Kitt, give me the point spread on 
               this week's game.

     INT. K.I.T.T.

     Michael is driving, relaxed.

                               K.I.T.T.
               Michael, I really don't think gam-
               bling is a proper use of Foundation
               equipment.

                               MICHAEL
               You're absolutely right, buddy.
               Forget it.  I shouldn't have asked.
               It was out of line.

                               K.I.T.T.
               Thank you, Michael.

                               MICHAEL
               Just tell me who's going to win.

                               K.I.T.T.
               Michael!
                      (off Michael's
                       laugh)
               Devon is calling.

                               MICHAEL
               Yo, Devon?  What's up?

     INTERCUTTING MONITOR

                               DEVON
               Nothing good, I'm afraid.  Remember
               that thief you caught with that 
               shipment of stolen arms; J. Gordon
               Baxter?

                               MICHAEL
               Alias 'the Chameleon' -- how could I
               forget?  But he's in prison.

                               DEVON
               'Was,' Michael.  He was scheduled 
               for an appearance at the District 
               Court of Appeals this morning.  He 
               just escaped.

                               MICHAEL
               Knowing the Chameleon as well as I do,
               Devon, he's long gone.

                               DEVON
               Not necessarily.  They cordoned off
               the building.  There's reason to 
               believe he's still in the vicinity.

                               MICHAEL
               Gotcha.  We're on our way.

     WIDER ANGLE - THE STREET

     Michael hits the brakes, does a 180 and is off.

                                              CUT TO

     INT. JUDGE WEBSTER'S CHAMBERS - DAY

     framed on the Chameleon's back.  He is wearing the wig and
     the judge's robe as he looks in the wall mirror, dabbing a 
     last touch of makeup on his latex mask-covered face -- which
     we do not see until he turns.  As he does, he uncovers the 
     judge, who can be seen in the mirror.  She is bound and
     gagged and is staring incredulously at the Chameleon, who
     has transformed himself into a clone-like duplicate of the 
     lady.

                               CHAMELEON/JUDGE
               My sympathies, Judge.  At least I 
               can take this face off when I'm 
               finished.

     INT. CORRIDOR - DAY

     Exiting from the judge's chambers, the Chameleon/Judge sees 
     Bryson and other police approaching, checking people,
     asking for ID.

                               CHAMELEON/JUDGE
                      (in woman's voice)
               He's in there!  The escaped prisoner
               is in my chambers!  He's a vile, ugly
               man!  Hurry!

     The police react, rush to the judge's chambers.  As they 
     do, Chameleon/Judge slips through the stairwell door and is
     gone.

     INT. JUDGE'S CHAMBERS 

     as Bryson and police rush in, react to seeing the judge
     bound and gagged.

                               BRYSON
               He's done it again!

     EXT. COURTHOUSE - DAY

     Chameleon/Judge exits the building and dashes to a dry
     cleaner's van that is just pulling in.

                               CHAMELEON/JUDGE
               Okay, honey, out!  I'm commandeering
               these wheels.

     As he grabs hold of the driver and yanks him out, camera 
     angles off to:

     K.I.T.T.

     approaching.

     INT. K.I.T.T.

                               K.I.T.T.
               Michael, did you see what that lady
               just did?

                               MICHAEL
               Kitt, that was no lady!

     EXTERIOR - ON K.I.T.T.

     as Michael executes a U-turn and gives chase.

     INT. DRY CLEANER'S VAN - THE CHAMELEON

     is removing the wig and pulling off the latex mask when he 
     looks in the rearview mirror and sees K.I.T.T. bearing down.
     He steps on the gas and careens onto a side street....

     EXT. STREET - ON K.I.T.T.

     turning onto the side street, and then delayed as Michael 
     is forced to maneuver around a car ahead, pulling out from 
     the curb....

     EXTERIOR - SERIES OF CUTS

     The chase....

     OMITTED

     EXT. INTERSECTION - DAY

     The Chameleon maneuvers his van around a huge truck that is
     entering the intersection.

     INT. K.I.T.T.

                               K.I.T.T.
                      (alarmed)
               Michael!

     OVER MICHAEL THROUGH THE WINDSHIELD

     at the truck, now almost blocking the intersection.

                               MICHAEL
               We're going for it, buddy!

     But just then, a crossing guard escorting a child and 
     holding up a stop sign starts across the street.

                               MICHAEL
               Oh no....

     He is braking to a stop.

     EXTERIOR - ON K.I.T.T.

     waiting.  As the guard and child pass they start up again.

                               K.I.T.T. (V.O.)
               The van stopped two hundred yards 
               ahead, Michael.

     EXT. THE PARKED VAN - DAY

     as K.I.T.T. roars in, stops and Michael hops out.  He spots
     the Latex mask inside, then looks around.

                               K.I.T.T.
               It's been only a matter of seconds,
               Michael.  He couldn't have gotten 
               far.

     MICHAEL'S POINT OF VIEW

     panning various individuals and groups of pedestrians.
     Over this:

                               MICHAEL'S VOICE
               That's the trouble, Kitt.  A few 
               seconds is all he needs.

     End pan on a small group of tourists, filing onto a bus.
     One, wearing a loud Hawaiian shirt, Bermuda shorts and knee
     socks -- and snatching up someone's camera he finds on a 
     bench is the Chameleon.  We also notice his distinctive ring.

     RESUME ON MICHAEL

     as he takes the mask from the dry cleaner's van studies it,
     thoughtful.

                                              CUT TO

     EXT. THE FOUNDATION - DAY - TO ESTABLISH

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

     who studies the mask.

                               DEVON
               It's remarkable.  Imagine...to make
               a mask of this quality while being 
               locked up behind prison walls.

                               MICHAEL
               You don't get to be The Man Of A
               Thousand Faces And Voices without 
               learning a few tricks.
                      (frustrated)
               I had him, Devon.  Right in the palm
               of my hand....

                               DEVON
               It's an all-too-common story, I'm
               afraid.  The important thing now is,
               with his reputation for stealing 
               sophisticated weapons and selling 
               them to the highest bidder, he's got
               to be caught and caught fast.

                               MICHAEL
                      (to Bonnie)
               Anything new on him in the computer?

                               BONNIE
               Nothing useful.  He's been in prison
               since you helped send him there back in 
               August, 1982.

                               MICHAEL
               What about his daughter?
                      (thinks)
               Tonie?

                               BONNIE
                      (nods)
               Tonie.  According to our information,
               she still lives in town.

                               MICHAEL
               Good.
                      (crosses
                       toward door)
               It's a place to start.

                               DEVON
               Michael, I know this goes without 
               saying, but I'll say it anyway.  The 
               Chameleon's already threatened to kill
               you if your paths ever crossed again.
               So be careful.

                               MICHAEL
               Gotcha.

     He's gone.

     OMITTED

     EXT. ARMAND'S CAFE - DAY - TO ESTABLISH

     INT. ARMAND'S CAFE - DAY - CLOSE ON BELLY DANCER

     doing her thing, as a hand stuffs several twenties beneath
     the waistband of her costume, along with the others already
     there.

     FULLER ANGLE

     to see the man is Bertril Unger, forty-five, with a monocle
     in his right eye, nattily dressed, seated at a table.

                               BERTRIL
               Perhaps later?  My place?  Alone?

     The belly dancer glances down at him.

     ANGLE TO INCLUDE GUSTAV UNGER

     his totally twin brother.  Monocle and all, seated across 
     from him.

                               GUSTAV
               Believe me, Bertril, it's not the 
               impossible dream.

     Bertril throws an angry look at Gustav as the belly dancer
     dances away.

     Armand's is Rick's Place in Casablanca.  Reeking with a sense
     of intrigue, this is a cockpit for soldiers of fortune from 
     every part of the world, and Armand Presler is not only the 
     proprietor, he is also an international arms broker with 
     whom these mercenaries do volume business, in the purchase 
     and sale of illegal arms.

     A gregarious host, Armand is carrying his Sidney Greenstreet-
     like bulk from table to table, laughing at a coarse joke
     here, joining a whispered intrigue there...when he suddenly
     bumps into someone wearing an eye patch, moustache, and 
     sporting a deep scar down the right side of his face:

                               ARMAND
               Excuse me, my good....

     But he suddenly stops, takes a better look at the man, then
     brightens:

                               ARMAND
               Gordon!
                      (closer look)
               That is you, isn't it?  Of course
               it is.
                      (takes his arm,
                       leads him to
                       a back office)
               Welcome home.

                               CHAMELEON
               It's good to be back, Armand.
                      (looks about)
               The place looks the same....

     OMITTED

     ANGLE TO INCLUDE BELLY DANCER

     dancing nearby.  Ruby in her navel:

                               ARMAND
               Only the belly buttons have changed.

     They enter the office.

     INT. PRIVATE OFFICE - DAY

     They sit at a table Armand; will pour two drinks.

                               ARMAND
               Two years is a long time, eh, my
               friend?

                               CHAMELEON
               You have no idea.  That's why I 
               intend to make up for everyday of
               them.

                               ARMAND
               Of course, of course.  How can I 
               help you?

                               CHAMELEON
               First -- I need one big job.  The 
               bigger the better.

                               ARMAND
                      (glances about,
                       softer)
               All right -- I've recently received 
               inquiries about an item that might be 
               just up your alley.  It's called 
               Project Lone Eagle.  The Air Force 
               is testing it at Welby Field.

                               CHAMELEON
               How much is in it for me?

                               ARMAND
               One million dollars.

                               CHAMELEON
                      (nods)
               It's a start.

                               ARMAND
               I'm glad you think so.  But you said
               -- first.  May I ask -- what's 
               second?

                               CHAMELEON
               Yes...I intend to kill someone by 
               the name of Michael Knight.

     He lifts his glass and drinks.

     OMITTED

     EXT. TONIE'S LAUREL CANYON HOUSE - DAY - ON K.I.T.T.

     turning onto the street and pulling up in front of a funky
     canyon house.  From inside, a vocalist (Tonie) can be heard
     singing along with a rock group.

                               K.I.T.T. (V.O.)
               Michael, if Tonie Ryder lives where 
               that so-called music is coming from,
               I suspect she hasn't heard about her 
               father's escape.

     AT K.I.T.T.

     Michael climbs out.

                               MICHAEL
               I don't know.  I guess that depends 
               on how she feels about him.  Kitt,
               run down the name of the top dog 
               in illegal arms around here.

                               K.I.T.T.
               I'll get right on it, Michael.

                               MICHAEL
               And keep your scanner peeled.

     Kitt's scanner flashes.  Michael heads for the house.

     ANOTHER ANGLE

     to include Harry, eighteen, an energetic young handbill
     distributor, who has just papered another car with an
     advertisement; he approaches K.I.T.T. and is about to 
     plant one on him:

                               K.I.T.T.
               No thank you.

     Startled, pulling his hand back:

                               HARRY
               Who said that?

                               K.I.T.T.
               I did.  Please, keep your advertise-
               ment off my person.

                               HARRY
               'Off your person?!'  You're a car!

                               K.I.T.T.
               A figure of speech.

                               HARRY
               Wow.  I've heard of alarm systems
               that do everything but talk...and
               now they got one that does.
                      (shrugs)
               Well...we all got a job to do.

     Again, he reaches to fold a handbill under K.I.T.T.'s wind-
     shield wiper.

                               K.I.T.T.
               Not on me.

     With this, K.I.T.T. activates the wiper, making it wag at a
     rapid rate of speed, again startling Harry into withdrawing
     his hand.  But Harry is a man to be reckoned with:

                               HARRY
               Look, I got professional pride to
               deal with here.  I got integrity.
               When I promise to deliver five 
               hundred circulars, I don't dump 'em
               in the sewer like some other guys.

     So saying, Harry slaps a handbill on K.I.T.T.'s hood and
     scoots quickly away.

                               K.I.T.T.
                      (grumbles)
               The things I'm forced to put up with.

     INT. TONIE'S HOUSE - DAY

     Tonie Baxter, nineteen, is singing to music, blasting out
     of a tape deck stereo.  As the song ends, she turns and 
     reacts.

                               TONIE
               Michael...?

     ANOTHER ANGLE

     to include Michael, standing in the open doorway.  He smiles.

                               MICHAEL
               Hi, Tonie.  You look terrific.

     She seems pleased but slightly uncomfortable, busies herself,
     turning off the stereo, over:

                               TONIE
               Well, the place is kinda of a mess
               now; I've been rehearsing all morning...
                      (indicates stereo)
               ...my band's new song.

                               MICHAEL
               I didn't say the place, I said you.

     She smiles, flattered, uncomfortable.

                               TONIE
               Don't tell me.  You just happened to
               be in the neighborhood and....

     Michael waits, sympathetic.  Her eyes finally find his.

                               TONIE
               What's my father done now?

                               MICHAEL
               Escaped.

     She sighs, moves away, busies herself with something.

                               TONIE
               What's that got to do with me?

                               MICHAEL
               Tonie, he's your father.

                               TONIE
                      (turns)
               So what?  It's a biological fact, not
               a relationship.  Whether you believe 
               it or not, there's a difference.  One
               doesn't necessarily equal the other.

                               MICHAEL
               Tonie, I know how painful this is 
               for you.

                               TONIE
               Then why are you here?!

                               MICHAEL
               Because someone had to come.  I 
               thought you'd rather hear it from me
               than a rookie cop, taking notes.

     She believes him, seems to relax a little.

                               TONIE
               I'm sorry, Michael.  You were 
               straight with me before...it's just 
               that every time I think he's out of 
               my life once and for all, someone 
               knocks on my door, or I turn on the 
               TV and there he is again.

                               MICHAEL
                      (re the place)
               Looks like you've put a lot of room
               between you and your old life.  What 
               happened to college?

                               TONIE
               I quit.  All part of burying the 
               past.
                      (ironic laugh)
               You can see how successful it was.
                      (beat)
               The answer is no.

                               MICHAEL
               I didn't ask a question.

                               TONIE
               Your eyes have been asking it ever 
               since you walked in.  'Have you seen 
               your father?  Has he contacted you?'

     A moment between them.

                               MICHAEL
               I was straight with you...and you
               were always straight with me.  You 
               say 'no,' I've got no more questions
               to ask.  Just one request.  If you 
               do see him, I'd appreciate a call.

     He doesn't wait for a response, leans forward and quietly
     kisses her forehead.

                               MICHAEL
               Don't give up on that new life.  It 
               can be done.

     He slips out.  She watches him, a mixture of feelings.

     EXTERIOR - AT K.I.T.T.

     as Michael returns and gets in.

                               K.I.T.T.
               Did she give you anything, Michael?

                               MICHAEL
               Yeah, Kitt.  The truth.  She hasn't 
               seen him.
                      (beat)
               Yet.
                      (starts K.I.T.T.)
               What about that arms dealer?

     His picture and pertinent information appear on the monitor.

                               K.I.T.T.
               Armand Presler, one of the most 
               ruthless traffickers in illegal arms
               on the North American Continent.

                               MICHAEL
               Sounds like my kinda guy.

     EXTERIOR - ON K.I.T.T.

     pulling away...then pan off and zoom in on an old man
     raking leaves across the street.  For some reason, the old
     man is intently interested in Michael, and, as he steps 
     over to his pickup truck, keeps his eye on him as he drives
     away.  Now, as the old man reaches into the truck for a rag
     to wipe the makeup off his face, the distinctive ring he
     wears identifies him as being the Chameleon.  Another 
     thoughtful look in the direction Michael took, then the 
     Chameleon looks up at his daughter's house.  As he does:

                                              FREEZE FRAME

                                              AND

                                              FADE OUT

                         END OF ACT ONE

                             ACT TWO

     FADE IN

     EXT. CITY STREETS - DAY - WITH K.I.T.T. - STOCK

     K.I.T.T. flashes by.

                               MICHAEL (V.O.)
               Kitt, this Armand Presler didn't get
               to be the number one arms dealer 
               playing with kids.  He's got to think
               I'm a top mercenary.

     INT. K.I.T.T. - DAY - TRAVELING

     Michael wears a finely cut white suit and tie...blue
     carnation.

                               K.I.T.T.
               Michael, top mercenaries always seem
               to have other mercenaries out to 
               assassinate them.  Wouldn't you be 
               happier with a more modest rating...
               say fourth or fifth?

                               MICHAEL
               Forget it, pal.  Armand only deals 
               with the best, and if I'm not the 
               best....

                               K.I.T.T.
               He won't lead you to the Chameleon.

                               MICHAEL
               The bottom line, buddy.  So let's 
               make me one mean machine.

                               K.I.T.T.
                      (sighs)
               As you wish, Michael.

     ANGLE TO INCLUDE MONITOR

     A picture appears of a man who vaguely resembles Michael.

                               K.I.T.T.
               Since soldiers-of-fortune invariably
               uses aliases, you can choose between 
               John Doe, Jack Smith or Joe Brown....

                               MICHAEL
               Jack Smith sounds like a winner.

                               K.I.T.T.
               Very well.  Jack Smith it is.  Former
               Special Forces Commando, active in the 
               Congo, Nambia, Dominican Republic.

                               MICHAEL
               Let's not overdo it, pal.

                               K.I.T.T.
               Michael, you wanted to be top dog.

     On Michael's look:

                                              SMASH CUT TO

     EXT. ARMAND'S CAFE - DAY - ON K.I.T.T.

     K.I.T.T. pulls up and Michael gets out.

                               MICHAEL
               Anything else you have to tell me 
               before I enter this den of jackals?

                               K.I.T.T.
               Yes, Michael:  Kwa bahati nzuri.

                               MICHAEL
               Which means?

                               K.I.T.T.
               Be careful.  In Swahili.

     Michael smiles and walks off toward the cafe.

     INT. FOYER AREA OF ARMAND'S CAFE - DAY - WITH MICHAEL

     He enters the dimly lit room.  A big hand reaches in from 
     off frame and jabs into his chest, stopping him cold.
     The bouncer, six feet of muscle and bone, appears out of 
     the gloom.

                               GIBBS
               You need a membership card.

     Michael carefully reaches into his pocket.

                               MICHAEL
               My initiation fee.

     Michael pulls out a hundred-dollar bill and hands it to 
     Gibbs.  The bouncer tears it in half.

                               GIBBS
               We don't need new members.

                               MICHAEL
               Then I'll just visit.

     Michael starts to brush past Gibbs.  The man throws him 
     against the wall.

     ACROSS THE CAFE

     At his special booth, Armand sits with a beautiful young
     woman.  They watch the action in the foyer together.

     BACK TO THE FOYER

     Gibbs makes a move on Michael, which Michael uses to 
     his advantage, judo-throwing him into the nearby fountain.

                               MICHAEL
                      (to stunned
                       bouncer)
               That's all right, I'll seat myself.

     AT ARMAND'S BOOTH

     He makes a simple gesture to the girl, whose name is 
     Ingrid.  She leaves the booth.

     WITH MICHAEL

     He moves through the busy, smoky cafe, pauses at the 
     bar...and then Ingrid is standing beside him.

                               INGRID
               My name is Ingrid.

     Michael takes a look at her Bergman-cut clothes, he smiles.

                               MICHAEL
               What would you like to drink, Ingrid?

                               INGRID
                      (gesturing at
                       bartender)
               Dar Bel Dormey.

                               MICHAEL
               Good choice.  Cool, elegant, a fine
               flavor.  Like a woman named Ingrid.

     Ingrid's drink arrives.  She sips it.  Michael's eyes meet
     her.

                               INGRID
               And what is your name?

                               MICHAEL
               Jack Smith.

                               INGRID
               Good choice.

                               MICHAEL
               Glad you like it.  I'm looking for 
               Armand Presler.

     Ingrid glances toward Armand's booth.

                               INGRID
               Try that way.

                               MICHAEL
               Thanks.

     Michael puts some money on the bar and moves toward the 
     booth.

     AT ARMAND'S BOOTH

     Michael approaches.  Armand sizes him up, but doesn't make 
     a single move to welcome him.

                               MICHAEL
               That's all right, don't get up.
                      (slides into
                       the booth)
               My name's Jack Smith.

                               ARMAND
               That's hardly reason enough to attack
               my bouncer.

                               MICHAEL
               He attacked.  I retaliated.

     Armand laughs deeply.

                               ARMAND
               A man after my own heart.

     The laughter stops as abruptly as it started.

                               ARMAND
               Now, why are you here?

                               MICHAEL
               I need something real special, and I 
               heard you were once the man to see.

                               ARMAND
               'Once?'  As in past tense?

                               MICHAEL
               When you had the Chameleon working 
               for you.  But now that he's in
               prison, Armand, they say you've lost
               some of your touch.

     Armand bristles.

     ANGLE ON WAITRESS

     uncorking a bottle of champagne with a loud "pop."

     FULLER ANGLE

     as half the guests duck under their tables, and the other 
     half go for their concealed guns, putting them away only
     when they realize there's no attack.

     BACK ON MICHAEL AND ARMAND

     completely oblivious to the action.  Continuing:

                               ARMAND
               Whoever 'they' are, Mr. Smith...don't
               know what 'they're' talking about.
               As for the Chameleon...well...I have 
               someone just as good.  If not better.

                               MICHAEL
               Fine, then I'll talk to him.

     Armand's smile turns into a deep laugh, which he quickly 
     turns off.

                               ARMAND
               No, I don't think so.  Now what is
               it you wanted?

                               MICHAEL
               Scorpion missiles.

                               ARMAND
               Scorpion missiles?  For them, I'll
               need a little time.

                               MICHAEL
               Take as long as you want...up to 
               twenty-four hours.
                      (grins)
               I'll be in touch.

     He gets up and leaves.  Armand studies him.

     WITH MICHAEL

     On his way out he sees Ingrid taking a cordless phone
     to Armand's booth, the receiver off.

     EXT. ARMAND'S CAFE - DAY

     Michael coming out, talking to the comlink:

                               MICHAEL
               Kitt, Armand just got a call.  Let's 
               see what it's about.

                               K.I.T.T.'S VOICE
               Right, Michael.

     Michael continues to K.I.T.T., slides in.

     ANGLE IN K.I.T.T.

     A voice graph is on the monitor.  The phone conversation,
     however, is garbled.

                               MICHAEL
               They're using a scrambler.

                               K.I.T.T.
               I'm afraid so, Michael.  A very good
               one, I might add.  It's beyond my
               deciphering capabilities.

                               MICHAEL
               Bonnie's been dying to try out that 
               new LBG analyzer.  Here's her big 
               chance.

     ANGLE ON K.I.T.T.

     Michael drives off down the street with a roar of K.I.T.T.'s
     turbines.

     OMITTED

     EXT. LAUREL CANYON HOUSE - DAY

     Tonie is tending the garden back of the house, on her knees
     in a flower bed.  A shadow crosses over her.  Startled, she 
     looks up at....

     THE CHAMELEON

     He wears a cap, leather jacket.  His nose appears to have 
     been broken once and he wears a short, neatly trimmed beard.

                               CHAMELEON
               Tonie....

     Slightly startled by the recognition of his voice:

                               CHAMELEON
               You don't have to be afraid of me.
               I'm your father.

                               TONIE
               Father?  Is that the role you're 
               playing now?

                               CHAMELEON
               I've never stopped being your father.

     He takes a step toward her, she backs off.

                               TONIE
               What about all those years you were 
               in prison, or off somewhere selling 
               guns?

                               CHAMELEON
               A man does what he has to do.

                               TONIE
               And gets what he deserves.  And in 
               your case, it's prison.

                               CHAMELEON
               Not this time.  No one's ever going 
               to put me away again.  Especially 
               Michael Knight.
                      (beat)
               What did you tell him, Tonie?

                               TONIE
               What could I tell him?  I don't know 
               anything.

                               CHAMELEON
                      (smiles)
               Good girl.

     He reaches for her.  She backs away.

                               TONIE
               Don't touch me.

                               CHAMELEON
               Baby, I'm onto a big one now.  It's 
               going to make us more money than 
               we've ever seen in our lives.  And 
               it's gonna be just for us.  You and 
               me.

                               TONIE
               I don't want your money.
                      (slight beat)
               You know what I want, Dad?  I want
               you to leave me alone, because you 
               hurt me.  And I don't want to be 
               hurt anymore.

     She runs off toward the house, pauses in the open door.

                               CHAMELEON
                      (calls after her)
               I'm going to the high desert.  We'll
               talk about it when I get back.
               Believe me, sweetheart, hurting you 
               is the last thing I ever want to do.

     She slams the door shut.  He looks after her, darkly.

     EXT. HIGHWAY - DAY - ON THE FOUNDATION SEMI

     barrels through the noon day sun.

                               MICHAEL'S VOICE
               Getting any closer, Bonnie?

     INT. SEMI - DAY

     Michael and Devon stand over Bonnie, who's tabbing keys 
     at the computer terminal.  Atop it, we see a device
     with flashing L.E.D.'s -- Bonnie's new unscrambler.
     Michael tries to cover his impatience.  K.I.T.T. waits 
     nearby.

                               BONNIE
               Should be.  The LBG analyzer is on 
               the cutting edge of sonic distortion 
               technology.

                               MICHAEL
               In English, please.

                               BONNIE
               It'll break down any scrambled 
               message, Michael...given enough time.

                               MICHAEL
               How much time is that?

                               BONNIE
                      (ignoring
                       his pressure)
               I'll tell you when I get it.

     She hits a button to activate a new possibility.

     INTERCUT - TERMINAL SCREEN

     as it feeds out a graphic representation of the garbled and
     distorted sounds coming over the unscrambler.  The group
     listens intently.  Out of the electronic gobbledygook we 
     pick out the word:  "Armand."  Michael reacts.

                               MICHAEL
               That's it, Bonnie, you're beautiful.

     Bonnie punches a few more keys.

     ON THE MONITOR

     The voices blur...and we hear:

                               ARMAND'S VOICE
               Yes?

     ANOTHER ANGLE

     to show our threesome's gleeful reaction.  From the monitor 
     the voices, with matching graphics image, continue.

                               CHAMELEON'S VOICE
               It's me.

                               MICHAEL
               The Chameleon!  I'd recognize that 
               voice anywhere.

                               ARMAND'S VOICE
               Any news?

                               CHAMELEON'S VOICE
               The Lone Eagle is about to fly.

                               ARMAND'S VOICE
               Very good.  And once you finish this 
               job my friend, I have a new buyer 
               you may wish to meet.

                               CHAMELEON'S VOICE
               Forget it, Armand.  After this job,
               I'm retiring.

     A click and a dial tone.

                               K.I.T.T.
               Lone Eagle?  What could that possibly
               mean?

                               DEVON
               Obviously a code name for the 
               Chameleon's next target.

                               MICHAEL
               Kitt, any idea where that call came 
               from?

     OMITTED

     FAVOR THE SCREEN

     We see a map.  A red dot marks the spot.

                               K.I.T.T.
               A phone booth in the Laurel Canyon 
               area.

     BACK TO MICHAEL AND COMPANY

                               MICHAEL
                      (putting it
                       together)
               Laurel Canyon.  That's where Tonie 
               lives.

     Michael heads back to K.I.T.T.  Devon follows.

                               DEVON
               You think he went to see her, Michael?

                               MICHAEL
               Don't think, Devon -- know.

     He practically jumps into K.I.T.T.

     EXT. SEMI - DAY

     K.I.T.T. barrels backwards out of the semi and races off.

     EXT. LAUREL CANYON ROAD - DAY - ON TONIE

     jogging.  K.I.T.T. approaches from behind, slowly.  Michael
     calls out the window:

                               MICHAEL
               Now that's what I call a nice easy
               stride.

     She looks at him, shakes her head:

                               TONIE
               How'd you find me?  Don't tell me 
               that car of yours is psychic, too?

                               MICHAEL
               Almost.  But this time I asked your
               friendly next door neighbor.  Mind
               if we join you?

     Michael gets out and begins to jog alongside her.  K.I.T.T.,
     of course, keeps right up with them.  Once again, Tonie 
     just shakes her head.

                               TONIE
               Michael, you are weird.

                               MICHAEL
               What's wrong?  Half the men in 
               America jog.

                               TONIE
               With their dogs, not their cars.

                               MICHAEL
               What about Muhammad Ali, Rocky
               Marciano, the old Bronx Bomber
               himself, Joe Lewis -- they all did 
               their road work with cars following
               them.  Right, Kitt?

                               K.I.T.T.
               Whatever you say, Michael.

                               MICHAEL
               There.

                               TONIE
               I take that back -- you're both
               weird.  Now what do you want?

                               MICHAEL
               To know what your father said to you.

                               TONIE
               I haven't seen him.

                               MICHAEL
               What happened to playing it straight 
               with each other?

     She tries to ignore this.

                               MICHAEL
               Tonie....

     She stops jogging.  So does he.  They'll continue to walk.

                               TONIE
               All right...he came by.

                               MICHAEL
                      (pleasant)
               Thanks for calling.

                               TONIE
               Michael, whatever he's done, he's my
               father.

                               MICHAEL
               A biological fact, remember?  He's 
               also the man who caused you to give 
               up college and a very promising 
               future.

                               TONIE
               Meaning, as a singer, I should take up
               law.

                               MICHAEL
               No, meaning you don't really owe him
               anything.

     He stops her.

                               MICHAEL
               Tonie, what's he after?

                               TONIE
                      (beat)
               He didn't tell me, Michael.  That's 
               the truth.

                               MICHAEL
               And you don't have any idea where I 
               can find him?

                               TONIE
               No...only....

                               MICHAEL
               What?

                               TONIE
               He said something about having to go to
               the high desert...and I don't think it
               was for his health.

                               MICHAEL
               That makes two of us.  Thanks.

     A gentle kiss, he slides back into K.I.T.T. and peels off.

     EXT. K.I.T.T. - DAY - FAST DRIVEBY - STOCK

     K.I.T.T. screams past us.

                               MICHAEL'S VOICE
               Bonnie, fill me in on high-desert 
               defense installations.

     INT. K.I.T.T. - DAY - TRAVELING/INTERCUT BONNIE ON MONITOR

                               BONNIE
               He could hit any of a dozen places,
               Michael.  They're all low-profile,
               high-security testing sites.  It's 
               hard to learn much about them.

                               MICHAEL
               Well, the Chameleon managed to.
                      (beat; idea)
               Kitt, does any of them show a computer
               file on a Lone Eagle project?

     Data graphics replace Bonnie on the monitor momentarily,
     then she reappears.  Under her we see numbers and the 
     flashing words:  Welby Field.

                               K.I.T.T.
               I have it, Michael.  Welby Field is
               conducting tests on a project X12JP1.
               Code name Lone Eagle.

                               MICHAEL
               Bonnie, have Devon warn the base.
               They could be in for a nasty surprise.

     As her image fades and they roar away:

                                              CUT TO

     OMITTED

     EXT. RURAL ROAD - DAY - ON AN ND SEDAN

     being driven by Major William Anderson.  As he drives along,
     the Major is unaware he has a passenger in the back who is 
     now pulling off the blanket under which he has hidden 
     himself.

     SHOOTING OVER THE MAJOR

     as he looks in the rearview mirror and is shocked to see 
     another person behind him, who looks exactly like himself.

     ANOTHER ANGLE

     as the Chameleon puts a gun to the Major's side.

                               CHAMELEON
               Just keep driving, Major.  I'll tell
               you when to stop.

     The stunned officer obeys, and we:

                                              CUT TO

     EXT. A DIFFERENT RURAL AREA - DAY - ON K.I.T.T.

     streaking along.

                               K.I.T.T. (V.O.)
               Michael, we've reached the outer 
               limits of Welby Field.

     ANGLE IN K.I.T.T.

                               MICHAEL
               Give me an ETA for the main base.

                               K.I.T.T.
               Two point five minutes, Michael.

     And they zoom on....

                                              CUT TO

     EXT. FRONT GATE - WELBY FIELD - DAY

     The Chameleon/Major wheels up to the guard post and stops.
     As he salutes, we again spot his distinctive ring.

                               GUARD
               Good morning, Major Anderson.

                               CHAMELEON/MAJOR
               Good morning, Corporal.

     The imposter drives on through, his disguise perfect.

     INT. CORRIDOR - LAB BUILDING - DAY

     The sign on the door reads:  PROJECT LONE EAGLE - R & D -
     RESTRICTED AREA.  Using the real Major's ID, the imposter
     slots it in the card key device and the door opens.

     INT. LAB - ANTE ROOM AND DUTY DESK - DAY

     The duty sergeant, who presides over the super sensitive
     entrance to the main lab, looks up as Chameleon/Major
     enters, recognizes him with a nod and returns to his 
     crossword puzzle.  When he does, Chameleon/Major circles
     around back of him, draws his gun and uses it to knock the 
     man out.  Now he crosses to the door marked TOP SECRET.
     A red light flashes.  He again slots the ID card; the
     light goes off, the door swings open and he enters.

     INT. LAB ROOM - DAY

     In the middle of the room is a stand.  A silvery space-
     blanket covers the object sitting on top of it.  Its 
     silhouette is nothing we recognize.  The Chameleon crosses,
     lifts the object and starts out with it.

     EXT. HIGHWAY - DAY - K.I.T.T. ON THE BASE

     racing toward the research and development area.

                               MICHAEL'S VOICE
               Kitt, tap the base security channel.

     ANGLE IN K.I.T.T./INTERCUT - MONITOR

                               K.I.T.T.
               All's quiet, Michael.  There's no 
               breach of security indicated.

     Michael studies the monitor.

                               MICHAEL
               There's got to be something.
               Kitt, use your infrared to scan the 
               area.

     The monitor responds.  A fast moving blip appears.

                               K.I.T.T.
               Michael, there's a four-wheeled 
               vehicle heading for the ordinance 
               testing ground.  And it's going fast.

                               MICHAEL
               Use the I.G.P. and try for an ID.

     The monitor responds appropriately.

                               K.I.T.T.
               It's him, Michael.  E. Gordon Baxter.

                               MICHAEL
               I think we just caught ourselves a 
               Chameleon.  Let's nail him.

     He hammers a right turn.

     OMITTED

     EXT. ROAD - RUGGED TERRAIN - ANOTHER AREA OF THE BASE - DAY

     The Jeep appears and passes.

     ANGLE ON K.I.T.T.

     driving hard in another area to catch up.

     ANGLE ON CHAMELEON/MAJOR

     He looks back, sees K.I.T.T. and wheels onto a secondary 
     road.  The stolen device is beside him.

     ANGLE IN K.I.T.T.

     driving hard.

                               MICHAEL
               Where does this road go?

                               K.I.T.T.
               He's outsmarted himself, Michael.
               It dead ends at a cliff just ahead.
               We've got him.

                               MICHAEL
               Don't say that.  He might disguise 
               himself as a rock on a bush...or
               even a Chameleon.

     EXT. THE CLIFF - DAY

     A sheer drop to a ravine far below.  In the distance, the 
     oncoming Jeep and K.I.T.T. behind.

     EXT. END OF ROAD - DAY

     The Chameleon's Jeep slides to a stop in the dirt just 
     before going over the edge.  He immediately starts working
     with the stolen device, looking back over his shoulder at:

     K.I.T.T.

     racing up to catch him.

     ANGLE IN K.I.T.T. - MICHAEL'S POINT OF VIEW

     To Michael and K.I.T.T.'s amazement, the Chameleon is 
     standing boldly beside the Jeep, strapping the stolen 
     device to his back.

                               K.I.T.T.
               Michael, what on earth is he putting 
               on his back?

                               MICHAEL
               Something tells me that's Project 
               Lone Eagle.

     He starts after the Chameleon when:

     VARIOUS SHOTS - THE CHAMELEON'S TAKEOFF

     We reveal the "Lone Eagle," showing it in action.  The 
     Chameleon ignites the booster on a high-powered jet pack
     and suddenly lifts away from the Jeep, flying up, up, and 
     away from Michael and K.I.T.T., out over the ravine and 
     away from capture.

     RESUME ON MICHAEL

     Openmouthed, in grudging admiration:

                               K.I.T.T.
               Michael...no!

                               MICHAEL
               Just when you think he's run out of 
               surprises....

     Off his look:

     OMITTED

                                              FREEZE FRAME

                                              FADE OUT

                         END OF ACT TWO

                            ACT THREE

     FADE IN

     EXT. HIGHWAY - DAY - FOUNDATION SEMI

     churning down the blacktop.

     INT. SEMI - DAY

     Bonnie sits at the computer terminal as Michael and Devon
     talk restlessly nearby.

                               DEVON
               Give the Chameleon credit for a 
               brilliant deception.  He walked 
               right through top security and flew 
               off with their prototype jet pack.

                               MICHAEL
               Kitt, what do we have on the Lone
               Eagle?

     INTERCUT - MONITOR

     to see a graphic of the stolen jet pack.

                               K.I.T.T.
               It makes all its predecessors look
               like toys.  It can stay airborne six
               minutes, has stealth scramblers and 
               night flight vision.

                               DEVON
               What about offensive capabilities?

                               K.I.T.T.
               Definitely possible, but still in 
               the development stage.

                               BONNIE
               Imagine what a terrorist could do 
               with that.

                               MICHAEL
               And now it's heading for Armand 
               Presler...
                      (heading
                       for Kitt)
               Devon, call the bank.  I'm going to
               need some money to flash around.
               Say, half a million.

                               DEVON
                      (blanches)
               Dollars?

                               MICHAEL
               I don't think Presler will take yen
               or shekels.  He wants a highroller,
               I'll give him one.

     He gets into K.I.T.T. and backs out.

     EXT. SEMI ON HIGHWAY - DAY

     K.I.T.T. slides down the ramp, spins a 180 and glides off.

     EXT. ARMAND'S CAFE - DAY - ON K.I.T.T.

     pulling in.  Michael gets out, hefting a leather attache 
     case.

                               K.I.T.T.
               Michael, your pulse and adrenalin 
               levels are high.

                               MICHAEL
               Right where they should be.  This is 
               a lot of bread, pal.  Keep the 
               scanner warm.

     As Michael starts for the entrance, K.I.T.T. spots Harry,
     the circular man, coming.

                               K.I.T.T.
               Oh, no!  Not you again!

     Circling about, eyeing K.I.T.T.

                               HARRY
               You really a talking car?

                               K.I.T.T.
               No, I'm a tight end for the Chicago 
               Bears!

                               HARRY
               I like the 49ers myself.

                               K.I.T.T.
               You work hard.  Don't you think you
               deserve some time off?  Like a few
               years?

                               HARRY
               Are you kidding?  I'm performing a 
               very important service here.  See
               this?
                      (the handbill)
               It's got a puzzle on it.  It's a 
               tough one, but whoever figures it 
               out wins a fortune in prizes.  I 
               mean, I could be responsible for 
               changing somebody's whole life 
               around.

     With this, Harry lays the handbill for Ace Automotive 
     Products on K.I.T.T.'s hood.  Predictably, K.I.T.T. sends 
     the handbill flying by, popping up the hood.  Then, giving 
     it a second thought:

                               K.I.T.T.
               A tough puzzle, huh...?

     INT. ARMAND'S CAFE - DAY - CLOSE ON OPEN ATTACHE

     showing the Foundation money.

     OMITTED

     FULLER ANGLE

     Armand's eyes are open wide as he looks at the bills, but
     when he starts to touch them, Michael snaps the case closed.

                               MICHAEL
               That's a good way to lose a hand,
               Armand.

                               ARMAND
               But, Mr. Smith...I'm not sure I under-
               stand.  You say you're no longer 
               interested in the Scorpion missiles?

                               MICHAEL
               That's right...I want the Lone Eagle
               jet pack, instead.  It was stolen 
               yesterday, by a man who could only 
               have been the Chameleon.

     Armand reacts.

     ANGLE ON SWARTHY INDIAN

     seated at a nearby table.  He wears a turban and has a red 
     mark on his forehead.  He also wears the Chameleon's ring,
     and watches Michael.

     BACK TO SCENE

                               MICHAEL
               Well, Armand?  Can you deliver or 
               not?

                               ARMAND
               I'm sorry...but I already have 
               another buyer.  However...I've never
               been one to let honor stand in the 
               way of greed.  The price is...five 
               million.  Cash, of course.

                               MICHAEL
               When can I get it?

                               ARMAND
               Call me here in an hour...I'll give 
               you the time and place.
                      (re attache)
               And if that's too heavy for you to 
               carry around....

                               MICHAEL
                      (grins)
               Thanks...but I can manage.

     He leaves.

     ANGLE ON CHAMELEON/INDIAN

     moving to Armand's table.

                               CHAMELEON/INDIAN
               What do you think you're doing?

     Even Armand has to give him a quick double-take.

                               ARMAND
               What I do best -- make money.

                               CHAMELEON/INDIAN
               For your information, that was 
               Michael Knight, from the Foundation
               For Law and Government.

     Presler reacts, then starts to laugh from the depths.

                               ARMAND
               Well, what do you know about that?
               You two could make quite a team.
                      (laughter 
                       stops cold)
               But I thought you were going to kill
               him?

                               CHAMELEON/INDIAN
               That's right, Armand -- and I know
               just the way.

     He starts off.

     OMITTED

     EXT. STREETS - DAY - K.I.T.T.

     motoring through light traffic.

                               MICHAEL'S VOICE
               If it goes the way I plan, we'll smoke
               out the jet pack and the Chameleon.

     ANGLE IN K.I.T.T.

     driving.

                               K.I.T.T.
               Michael, it's Devon.

     Michael pushes the buttons.  Devon appears on the monitor.

                               DEVON
               Michael, you just got a call from 
               Tonie Baxter.  She needs to speak to 
               you right away.

                               MICHAEL
               Okay.  I'll get her and keep you 
               posted.

     He punches buttons and the monitor fades.

                               MICHAEL
               Kitt, get me Tonie.

     K.I.T.T. responds with seven quick digital beeps.

     OMITTED

     INT. TONIE'S HOUSE - DAY

     Open tight on a ringing phone.  Tonie picks it up.

                               TONIE
               Hello?
                      (keyed up)
               Michael!  I need to see you.

     INTERCUT - MICHAEL AND TONIE

     Michael speaking as he drives, over K.I.T.T.'s speaker-phone.

                               MICHAEL
               Tonie, is something wrong?

                               TONIE
               Michael...he's here.

     Widen to reveal an apparently contrite Chameleon sitting 
     with her.

                               TONIE
               He's had a change of heart and wants
               to turn himself in.  Only...he's 
               afraid.

                               MICHAEL
               Afraid of who?  The police?  Armand?

                               TONIE
               Everyone.  Michael, I've never seen 
               him like this before.  He's afraid 
               he won't even make it back to prison 
               alive.

                               MICHAEL
               Tonie, you have my word.  I won't 
               let anyone hurt him.  I'm on my way.

     They hang up.  Michael accelerates.

                               MICHAEL
               Call Devon, Kitt.  Fill him in on 
               all this.

                               K.I.T.T.
               Michael, you know this could be a 
               trap.

                               MICHAEL
               Way ahead of you, Kitt.  Way ahead 
               of you.

                                              CUT TO

     OMITTED

     EXT. TONIE'S HOUSE - DAY - ON K.I.T.T.

     pulling in and Michael getting out.

                               MICHAEL
               Keep your scanner peeled, buddy.

     Michael surveys the area, then heads for the door.

     INT. TONIE'S HOUSE - DAY

     Tonie pulls open the door for Michael, and he strides in.
     No sign of the Chameleon.  She hugs him.

                               TONIE
               Michael, thank God you're here.

                               MICHAEL
               Where's your father?

                               TONIE
               In the kitchen.

     Michael hurries toward the kitchen door and starts to swing
     it open, but it suddenly flies open toward him, pushing him
     back into the room.  Ryles, one of Armand's henchmen from 
     the cafe, emerges with a drawn gun.

     MICHAEL

     joins Tonie, who's terrified.

                               MICHAEL
               Just take it easy.

                               TONIE
                      (to Ryles)
               Who are you?  Where's my father?

                               RYLES
               He had another appointment to keep.

                               TONIE
               Michael, I didn't know.  I swear.

                               MICHAEL
               I know, Tonie.  It's okay.
                      (to Ryles)
               Look, it's me you want.  Let her go.

                               RYLES
               Fat chance, Knight.  Or should I say
               'Smith.'  Now you two head toward the 
               back, slow and smooth.  Anything fancy
               from you...
                      (cocks the gun)
               ...she gets it first.

     CLOSE ON MICHAEL

     He's caught.  And he knows it.

                                              FREEZE FRAME

                        END OF ACT THREE

                            ACT FOUR

     FADE IN

     EXT. TONIE'S HOUSE - DAY - ESTABLISHING

     K.I.T.T. parked patiently out front.

     EXT. REAR OF HOUSE - DAY

     The back door opens and Tonie emerges, followed by Michael.
     Ryles comes last, his gun trained on Michael's back, gesturing
     them to a nearby car.

                               MICHAEL
               I'm asking you again -- leave her 
               here.

                               RYLES
               Forget it!

     ANGLE IN K.I.T.T. - INTERCUT - MONITOR

     All systems alert, watching the goings-on.  Devon is tense.

                               K.I.T.T.
               Michael was right, Devon.  It's a 
               trap.

                               DEVON
               I hope to heaven he hasn't been hurt.

                               K.I.T.T.
               Not yet, but these plans of his make 
               me nervous.  And they have Tonie as 
               well.

                               DEVON
               Be ready when he needs you, Kitt.
               Don't let him out of your sight.

                               K.I.T.T.
               Not a chance, Devon.

     EXT. REAR OF HOUSE - DAY

     The group has neared the parked car.  Ryles directs them.

                               RYLES
                      (to Michael)
               Okay, you drive.  I'm in back with 
               her, so don't get any ideas.

     Michael starts to comply, but subtly addresses his comlink.

                               MICHAEL
                      (comlink)
               Okay, Kitt, phase two.

     ON K.I.T.T.

     As he auto-starts and roars up the driveway, a siren wails 
     from under the hood, the headlights flash, and the scanner 
     blinks on and off.

                               K.I.T.T.
                      (bullhorn)
               This is the police.  The area is 
               cordoned off.  Throw down your
               weapons, or face the consequences.

     RYLES

     is caught unaware by K.I.T.T.'s display.  He's distracted 
     long enough that:

     MICHAEL

     can leap onto him, wrestling the gun away, tossing it 
     aside.  He forces Ryles up against a Dempsey dumpster and 
     holds him there, hard.

                               MICHAEL
               I'll only ask once, so you better 
               listen good:  Where's the Chameleon
               going?

     Ryles is silent, so Michael slams him against the dumpster 
     harder.

                               MICHAEL
               Have it your own way.

     He lifts his face to smash his face.

                               RYLES
               Okay, okay.  He's heading for J.B.X.
               Industries, that's all I know!

                               MICHAEL
               That's plenty.

     With that he lifts Ryles right off his feet and dumps him 
     backward into the dumpster.  Before Ryles can recover,
     Michael slams the lid down and latches it.  He turns back 
     to Tonie and K.I.T.T.

                               MICHAEL
               Nice job, Kitt.  Have Devon tell the 
               police to come pick up this trash.
                      (as they 
                       climb in)
               And get me everything you can about 
               J.B.X. Industries.

     With that, Michael and Tonie are safe inside the car.  They 
     screech out of the driveway.

                                              CUT TO

     EXT. STREET - DAY - ON LIMOUSINE

     slipping through light traffic.  Zooming in, we see one of
     the passengers is Armand.  With him is the Chameleon, made 
     up to look like...Michael Knight!

     OMITTED

     INT. LIMOUSINE - DAY

     Armand watches with fascination as Chameleon/Michael puts 
     on some last touches of makeup, then picks up phone and 
     punches in a number....

                               ARMAND
               You must teach me how to do that.
               I'd like to make myself up as my 
               wife's hairdresser.  It would be 
               interesting to know what she says 
               about me.

                               OPERATOR'S VOICE
               J.B.X. Industries.

                               CHAMELEON/MICHAEL
                      (using Devon's
                       voice)
               This is Devon Miles, from The 
               Foundation for Law and Government.
               Let me talk to your head of plant
               security.
                      (cupping hand
                       over phone;
                       to Armand)
               You're sure your people understand 
               about Tonie?

                               ARMAND
               Stop worrying.  I'm in the business
               of supplying arms, not hurting young
               women.

     OMITTED

     INT. SECURITY OFFICE - JBX INDUSTRIES - DAY

     John Maxwell is on the phone:

                               MAXWELL
               Devon, nice to hear from you again.
               This is John Maxwell.  What can I do 
               for you?

     Intercutting as needed:

                               CHAMELEON/MICHAEL
               John, we've been contacted by The 
               Department of Defense to make an 
               emergency check of your facility 
               today at fourteen hundred hours....

                               MAXWELL
               That's rather short notice.

                               CHAMELEON/MICHAEL
               You know how they are in Washington.
               At any rate, I'm sending Michael 
               Knight.  He'll have the proper papers
               signed by the Secretary and bearing 
               his seal.

     He hangs up and turns to Armand.

                               CHAMELEON/MICHAEL
               And half an hour after that, you'll
               have a fancy little flying machine 
               armed with prototype rockets that can
               blow up anything from a tank to an 
               aircraft carrier!

                                              CUT TO

     OMITTED

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

     streaking by....

                               K.I.T.T.'S VOICE
               Michael, I have the information on 
               JBX Industries.

     INT. K.I.T.T. - MICHAEL AND TONIE

                               MICHAEL
               Let's have it.

                               K.I.T.T.
               They have the government contract 
               for RX-9 rockets.

     A rendition of the rocket appears on the monitor.

                               MICHAEL
               Gruesome little fella.

                               K.I.T.T.
               They carry the punch of a Sidewinder
               missile, but aren't any bigger than
               your arm.

                               MICHAEL
               Perfect to mount on a jet pack,
               right?

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

     Michael notices Tonie recoil at the information.  He offers
     her a reassuring hand.

                               MICHAEL
               Hang in there, Tonie.  We'll stop
               him.

     She looks at him, nods, torn.

                                              CUT TO

     EXT. J.B.X. INDUSTRIES WAREHOUSE - DAY - TO ESTABLISH

     INT. HALLWAY - DAY

     Discover the Chameleon, as Michael Knight, walking down a 
     brightly lit hallway with Security Chief, John Maxwell, a 
     gruff but genial contemporary of Devon's.  They've reached 
     the end of the hallway where Maxwell produces a special 
     card key.

                               CHAMELEON/MICHAEL
               Security looks excellent so far.

                               MAXWELL
               This door opens only when we make a 
               shipment.  And this is the only card 
               key.

                               CHAMELEON/MICHAEL
                      (producing a gun
                       and dropping to 
                       his normal voice)
               That's good.  Show me how it works.

                               MAXWELL
               What's the meaning of this, Knight?

                               CHAMELEON/MICHAEL
               I said, open the doors.  Do it now 
               or I'll blow you away and do it 
               myself.

     In shock, Maxwell turns and inserts the card.  As the door 
     opens, Chameleon/Michael raises his gun and knocks him out.

     INT. WEAPONS WAREHOUSE - DAY

     The room is a large warehouse-style place.  Mounted prom-
     inently on racks in the center of the room are four nasty-
     looking black rockets, small enough to mount aboard the jet 
     pack.  Other shiny weapons cases are also visible.

     The Chameleon's action is swift and well-rehearsed.  He
     crosses the room and uses Maxwell's cardkey on a large set 
     of loading doors opening to the outside of the building.

     ANOTHER ANGLE

     The loading doors swing open to reveal Gibbs' van parked 
     outside.  Gibbs enters and starts off-loading the rockets 
     into a case.

     EXT. J.B.X. INDUSTRIES ARMAMENTS - DAY

     K.I.T.T. races to a stop outside the building.  As Michael 
     exits the car, Tonie also gets out.

                               MICHAEL
               Where do you think you're going?

                               TONIE
               With you.

                               MICHAEL
               Forget it.  You're staying here.

                               TONIE
               Be careful, Michael.

                               K.I.T.T.
               That goes for me, too.

     He dashes inside.

     INT. WEAPONS WAREHOUSE - DAY

     Chameleon/Michael stands guard as Gibbs finishes packing
     the rockets.  Gibbs exits to the van and Chameleon tenses 
     as he hears racing footsteps in the corridor outside.  He 
     heads for the corridor door.

     ANGLE IN CORRIDOR

     as Michael dashes through the complex towards the door
     to the weapons warehouse.

     ANGLE TO INCLUDE CHAMELEON

     coming out of the weapons warehouse.

     FULL ANGLE IN WEAPONS WAREHOUSE

     as Michael Knight stands face-to-face with...Michael
     Knight.  Both men react.

                               MICHAEL
               This ought to make Laura Feeny happy.
               She always said there wasn't enough 
               of me to go around.

                               CHAMELEON/MICHAEL
               And here I always thought there was 
               one too many.

     The Chameleon raises his gun to shoot.  Michael dives for a 
     stack of crates, taking cover and toppling them toward the 
     Chameleon, whose shot goes wild.  He takes cover in the 
     rows of crates.

     ANGLE IN K.I.T.T.

     Tonie chafes uncomfortably, edges toward the building.

                               K.I.T.T.
               Michael told you to stay here.

                               TONIE
               I can't just hang around and do 
               nothing.

     She races off toward the JBX Industries building.

                               K.I.T.T.
               Tonie, no!  Wait!  Oh, dear....

     OMITTED

     INT. CORRIDOR - CLOSE ON MICHAEL

     staying in cover, stalking his prey.  He calls:

                               MICHAEL
               Give it up, Baxter.

     INTERCUT - CHAMELEON/MICHAEL

     moving elsewhere in the room.

                               CHAMELEON/MICHAEL
               No way.  I'm too close to my dream.

                               MICHAEL
               Not close enough.

     The Chameleon squeezes off another shot.

     ANGLE TO INCLUDE GIBBS

     poking his head in:

                               GIBBS
               They're loaded.  Let's get outta
               here!

     INT. WAREHOUSE - DAY

     as the Chameleon runs in with Michael on his tail.  Michael
     sends a rolling cart towards the Chameleon, who tumbles
     aside.  As he does, he spots:

     A CASE OF WEAPONS

     marked "Plastique Charges".  Seeing his chance for escape,
     the Chameleon grabs one of the charges, twists its timer,
     and tosses it toward Michael.  Just then....

     TONIE

     dashes into the room in plain sight.

                               TONIE
               Michael!

     FULL SHOT - WEAPONS WAREHOUSE

     The Chameleon has reached the doorway, turns and spots his 
     daughter.  He panics momentarily:

                               CHAMELEON/MICHAEL
               Tonie...no!  Get out of here!

     He hesitates a moment, but it's his life or hers.  He races
     to the waiting van.

     ANGLE ON VAN

     as it speeds away.

     BACK TO SHOT

     Michael heads toward the explosive device.

                               MICHAEL
               Tonie, get out!  Kitt, get back here!

     OMITTED

     EXT. JBX INDUSTRIES - DAY - K.I.T.T.

     The Trans Am auto-starts and screeches off to aid Michael.

     INT. WEAPONS WAREHOUSE - DAY - CLOSE ON EXPLOSIVE DEVICE

     Michael bends over and picks the device up.  The digital
     timer is clicking away.

     They race for the door, Michael carrying the explosive.

     EXT. JBX INDUSTRIES - REAR LOADING DOORS - DAY

     as K.I.T.T. screeches up, Tonie and Michael exit the 
     building.

                               MICHAEL
                      (desperate)
               Kitt, pop your truck!

     OMITTED

     FULL SHOT

     The trunk opens and Michael tosses the explosive inside.
     As it closes, he dives onto Tonie and pushes her to the 
     ground for safety.

     VARIOUS ANGLES - K.I.T.T.

     as the device explodes!  The car rocks with the impact,
     filled with smoke.  Flames belch from the exhaust portals.
     But it holds, and controls the explosion with no damage.

     MICHAEL

     rises, looking hopefully at K.I.T.T.

                               MICHAEL
               You all right, buddy.

     K.I.T.T.

     responds with the sound of a vacuum pump.  The smoke 
     disappears from the interior as quickly as it appeared and
     the car looks good as new.

                               K.I.T.T.
               Does that answer your question?

                               MICHAEL
               Let's get 'em!

     The doors open and Michael and Tonie climb in, grim and 
     determined.

     OMITTED

     EXT. JBX INDUSTRIES ARMS - STREETS IN FRONT - DAY

     Gibbs and the Chameleon pull out in their van, burning 
     rubber.

     ANGLE IN VAN

     The Chameleon does his latex number, pulling off his Michael
     face to reveal his own.

                               GIBBS
               Looks like we lost Knight for good.

                               CHAMELEON
                      (troubled)
               That's not all I lost.

     ANGLE IN K.I.T.T. - INTERCUT - MONITOR

     Michael's driving like a demon.  K.I.T.T. plots the course.

                               K.I.T.T.
               I have their van, Michael.

                               MICHAEL
               Move on it!

     ANGLE IN VAN - GIBBS AND CHAMELEON

     The Chameleon is checking the rearview.

                               CHAMELEON
               I don't believe my eyes.

     Gibbs looks back, and sees the Trans Am roaring up.
     Desperate, the Chameleon climbs in the rear.

                               CHAMELEON
               Stay ahead of him.

                               GIBBS
               I can't!

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

     K.I.T.T. is already alongside him, pulling up on his 
     left until he's even with him.

     ANGLE ACROSS THE VEHICLES - THROUGH K.I.T.T.

                               MICHAEL
                      (calls out)
               End of the line, Baxter!

     He nails the pedal, putting K.I.T.T. in front of the van,
     then cuts a right, forcing it off onto the shoulder, where
     it bounces to a stop in the dirt.

     THE VAN DOORS

     burst open and the Chameleon climbs out, wearing the jet
     pack.

                               CHAMELEON
               Not yet, Knight!

     And with a flourish he ignites the rockets and starts to 
     rise again, but:

     K.I.T.T.

     Michael punches buttons.

                               K.I.T.T.
               Michael, you're not thinking of....

                               MICHAEL
               No choice, Kitt.

     The auto-roof power opens and Michael stands up in his seat.

                               MICHAEL
               Calibrate the angle, pal.

     INTERCUT - DASH

     Plotting graphics and angles in a colorful display.

                               K.I.T.T.
               We'll only get one shot.

                               MICHAEL
               Go for it!

     THE CAPTURE - VARIOUS ANGLES

     As the Chameleon ascends overhead, K.I.T.T. ejects Michael
     skyward at the perfect angle for an intercept.  He flies 
     toward his airborne prey and grabs a tight hold on him.
     They waver in the air as the rockets' thrust is thrown out
     of balance by their struggle.

     INSERT - MICHAEL'S HAND

     twists a valve on the jet pack.  The rockets' roar 
     diminishes.

     BACK TO SHOT

     Michael and the Chameleon settle slowly back to earth as 
     the rockets' flame down, then off.  Tonie looks on as they 
     continue fighting on the ground, but Michael's superior 
     mobility prevails.  He manages a strong right to the jaw,
     sending the Chameleon reeling under the weight of his own 
     equipment.  Michael sees:

     GIBBS

     pinned against a tree by K.I.T.T.'s bumper, hands in the air.

                               MICHAEL
               Good work, buddy.

     MICHAEL

     stands over the fallen Chameleon.  Tonie runs to his side
     to join him.  He puts a protective arm around her as she 
     looks down at her father, beyond words.

                               MICHAEL
               Now you can get on with your life,
               Tonie.

     Off their bittersweet satisfaction.

     OMITTED

                                              FREEZE FRAME

                         END OF ACT FOUR

                               TAG

     FADE IN

     OMITTED

     INT. TONIE'S HOUSE - DAY - GARDEN

     We're on Tonie as she finishes a song.  The music comes 
     from a tape deck.  Finishing to enthusiastic applause, she 
     moves to Michael and Bonnie.

                               MICHAEL
               That was fantastic.

                               TONIE
               Thank you, Michael.

                               BONNIE
               I hear you and your group may be 
               going to London.

                               TONIE
               The group's going, but not me.
                      (looks to 
                       Michael)
               I've decided to go back to school
               and get my degree.

                               MICHAEL
               Hey, that's great.  Not that you 
               couldn't make it as a singer...but 
               there's nothing like a good educa-
               tion.

     Suddenly Michael's comlink buzzes, and:

                               K.I.T.T.'S VOICE
               Michael!  This time I need your help!

     They react, hurry out.

     EXT. TONIE'S HOUSE - FRONT - DAY

     K.I.T.T. is parked at the curb, while Harry, the circular 
     man, is unloading a van and placing all the packages on and 
     around the Trans Am.

                               MICHAEL
               What's all this, buddy?

                               K.I.T.T.
               This is distressing, that's what it 
               is.

                               HARRY
               I don't know how he did it, but that 
               little T-top figured out the puzzle
               and won a lifetime supply of auto 
               accessories.

     He goes back to get more.  Our family begins examining the 
     prizes:

                               BONNIE
               Plastic flowers for your antenna.

                               TONIE
               A pair of fur dice to hang from your 
               rearview mirror....

                               MICHAEL
               Velvet seat covers...perfumed 
               Christmas trees...a horn that plays
               Happy Birthday...Kitt, how did you 
               do it?

                               K.I.T.T.
               Wellll, you know me with puzzles,
               Michael.  And when I saw that one in
               the circular....

                               MICHAEL
                      (interrupting)
               I know, I know.  Like the Godfather,
               buddy...they made you a puzzle you 
               couldn't refuse.
                      (picks up
                       another prize)
               Silk curtains?

                               K.I.T.T.
               Ohh, Michael -- where did I go wrong?

     And on this happy, laughing note, we:

                                              FREEZE FRAME

                                              FADE OUT

                             THE END