PEARL HARBOR

                     CAPTAIN OF THE RALPH TALBOT
          What?

                     INTERCOM
          Denies, Sir.  He says it's a blackfish.

The Captain chokes back his frustration and shuts down the
intercom -- but then he says to the Duty Officer, as they
watch the shape disappear toward Pearl Harbor...

                     CAPTAIN OF THE RALPH TALBOT
          If it's a blackfish, it has a motorboat
          up it's ass!

EXT.  OAHU - ROAD - NIGHT

Danny has pulled his Buick convertible off the road; Rafe is
bent over, his head out of frame; he's throwing up.  Danny's
banged up from the fight and still drunk himself; he waits
beside Rafe, who chokes out between heaves --

                     RAFE
          How come you're not pukin'?

                     DANNY
          I guess I'm used to it.  I've felt like
          throwing up every minute since you got
          back.

Rafe straightens up, but the waves of sickness come back over
him and he bends over again.  Danny looks at his friend, and
the pain is written on Danny's face.

                     DANNY
          Don't blame her, Rafe.  It's not like
          you're thinking.

                     RAFE
               (between heaves)
          Fuck you.

                     DANNY
          She loves you.  I know that.  And part of
          what she loves in me is how much of you
          she sees in me.

Rafe doesn't seem to be listening; but Danny knows he is.

                     DANNY
          We were both torn up.  I started dropping
          by to see her, because we understood what
          each other felt.  We'd have coffee and
          try not to talk about you, but we always
          would.

Rafe stands to face Danny; this is hard for Danny to say.

                     DANNY
          She said I was so much like you.  I said,
          No, I'm not.  I'm like I am because of
          you, but I'm not you, not as good as you.
          Everybody else saw me as a loser with a
          big chip on his shoulder.  But you saw
          the better part of me, the part of me
          that could be like you, and changed me.
          You made me who I am.

                     RAFE
          How sweet.  Is that when you put the move
          on her?

Danny slams his fist into Rafe's sick gut.  Rafe doubles over
again, coughing, nothing left in his belly to come up.

Rafe stand slowly, nodding as if he knows the punch was what
he deserved.  Danny's about to apologize when once more Rafe
knees him in the balls.

Danny folds up, drops to his knees, and starts to retch.

                     RAFE
          That's better.

Rafe crawls into the back seat of the car and passes out,
Danny still collapsed at the side of the road.

EXT.  PACIFIC - NIGHT

The Japanese task force storms on.

INT.  JAPANESE AIRCRAFT CARRIERS - NIGHT

IN THE PREP DECKS, the planes are being armed with bombs and
torpedoes.

IN THE PILOTS' QUARTERS, the pilots individually sit before
personal shrines, saying private prayers, writing letters.

EXT.  JAPANESE CARRIERS - FLIGHT DECKS - NIGHT

The planes are brought up on the elevators; deck crewmen
start rolling them into position.

EXT.  UNDER THE SURFACE OF THE PACIFIC - NIGHT

A Japanese submarine with a midget sub attached to its hull
runs silently toward Pearl Harbor.

EXT.  OCEAN SURFACE - NIGHT

The periscope of the submarine breaks the surface.

INT.  JAPANESE SUB - NIGHT

The sub commander looks through the periscope and sees the
lights of Oahu far in the distance.

                     SUB COMMANDER
          Prepare to launch midget sub.

INT.  BUNK AREA OF SUB, BETWEEN TORPEDOES - NIGHT

The sailor who will drive the midget sub completes his
ceremonial sponge bath, and places a handwritten letter on
his personal shrine.

                     SAILOR'S VOICE (LETTER)
          My revered father, I go now to fulfill my
          mission and my destiny.

INT.  THE LAUNCH OF THE MIDGET SUB - NIGHT

We see the sub surface, and the sailor exit the main hatch of
the big sub, then force himself through the tiny hatch of the
midget sub.

                     SAILOR'S VOICE (LETTER)
          I hope it is a destiny that will bring
          honor to our family, and if it requires
          my life I will sacrifice it gladly, if
          you can think of me and my hope to be a
          good servant of our nation, and a worthy
          son.  With love and devotion, Kazuyoshi.

EXT.  FLIGHT DECK, JAPANESE CARRIER - NIGHT

A single scout plane launches into the air.

INT.  SCOUT PLANE - NIGHT

The plane climbs to a high altitude, toward the dawn and
Pearl Harbor.

EXT.  PACIFIC OCEAN - NIGHT

The Japanese carriers turn into the wind and raise combat
pennants.  A color guard raises the Japanese flag as the deck
crew stand at attention, seeing the rising-sun flag snap
potently in the wind.

EXT.  JAPANESE AIRCRAFT CARRIERS - NIGHT

The first wave of Japanese planes begins to launch.  It is a
stirring sight for the Japanese; the pilots waiting in their
cockpits, the officers watching from the bridge, the seamen
on the flight deck.

The first plane taxis along the flight deck and lifts into
the sky.  The seamen cheer and wave their caps.

EXT.  PACIFIC OCEAN - NEAR PEARL HARBOR - NIGHT

The American destroyer WARD cuts through the water, moving
back into port after a night patrol.  It's CAPTAIN is on the
bridge, and its lookouts are still scanning the waters.

                     LOOKOUT
          Captain, do you see that, in our wake?

The Captain raises his binoculars and looks out behind the
ship.  He sees something small and black there.

                     CAPTAIN OF THE WARD
          That's a conning tower.

                     OFFICER
          Could it be one of ours?

                     CAPTAIN OF THE WARD
          He's trying to follow us through the sub
          nets, into the harbor.  Sink the son of a
          bitch.

EXT.  DECK OF THE DESTROYER WARD - NIGHT

The deck gun barks, aimed toward the conning tower of the
Japanese sub in the distance.  The first shot sails directly
over the tower, missing.

INT.  THE SUB'S CONTROL ROOM - NIGHT

The Japanese sub commander sees, through his periscope, the
flame erupt on the Ward's deck; he's being fired upon.  He
snaps orders --

                     JAPANESE SUB CAPTAIN
          Dive!  Dive!

EXT.  THE DECK OF THE WARD - NIGHT

The gunners snap in another shell and fire again.  It's a
direct hit, the sub is ripped apart, it rolls over.

INT.  WARD'S BRIDGE - NIGHT

The Captain watches the sub sinking and snaps an order.

                     CAPTAIN OF THE WARD
          Fleet command, from destroyer Ward.  Have
          fired upon and sunk enemy submarine
          seeking to enter Pearl Harbor.

EXT.  ESTABLISHING - RADAR STATION - PEARL HARBOR - DAWN

INT.  RADAR STATION - PEARL HARBOR - DAWN

There are two guys left in the room, yawning over their new
radar equipment.  The Officer, ELLIS, checks his watch; it's
a few minutes after seven a.m.

                     ELLIS
          Time to shut her down.  That was a good
          first session.  You'll get the hang of
          this new radar soon.

                     PRIVATE
          Thank you, Sir.  Hey...what's this?

His screen shows a huge cloud of blips, heading toward them.

                     ELLIS
          I've never seen anything like that
          before.

He gets on the telephone.

INT.  ARMY HEADQUARTERS - DAWN

The phone rings and an officer answers.

                     OFFICER
          Watch command... Coming from which
          direction?... Hold on.

He covers the phone and tells his commander --

                     OFFICER
          Radar station has picked up a cloud of
          blips, coming in from the northeast.

He switches on the radio, and tunes it to KGMB; hearing the
Hawaiian music reassures him something...

                     COMMANDER
          KGMB is on early.  That means we've got a
          flight of B-17's coming in from the
          mainland, they use the radio music for a
          homing beacon.

INT.  RADAR STATION - PEARL HARBOR - DAWN

Dismayed, Ellis listens to the response from the
headquarters.

                     ELLIS
          All right, Sir.
               (he hangs up)
          They say don't worry about it.

He and the private look again at the cloud of blips --
growing ever larger, and moving in fast.

EXT.  THE SKIES ABOVE THE PACIFIC - DAY

The Japanese formations are streaking through the sky.

INT.  THE COCKPITS - DAY

The Japanese bombers, with three-man crews, are listening to
the Hawaiian music of the radio station, using it for their
homing beacon.  They look out and see the sunrise -- it's
beautiful, and resembles the Japanese flag.

EXT.  SKIES ABOVE PEARL HARBOR - DAWN

The Japanese scout plane is high in the air.  It radios --

                     SCOUT PLANE PILOT
          Harbor quiet.  Ships in place.  Carriers
          gone.

INT.  BRIDGE OF YAMAMOTO'S CARRIER - DAY

Yamamoto is handed this message.

                     YAMAMOTO
          We have achieved surprise, but their
          carriers are not in port.  I don't like
          this.

                     GENDA
          We have a fighter screen up, in case we
          are attacked, Admiral.

                     YAMAMOTO
          We must go ahead.  This is our moment.

INT.  ADMIRAL KIMMEL'S HOME - DAY

The Admiral, dressed in his golf clothes, is leaving his home
when a naval LIEUTENANT appears at his door.

                     LIEUTENANT
          Admiral, one of our destroyers reports
          sinking a sub on its way into Pearl.

                     ADMIRAL KIMMEL
          Relay that to Washington...and cancel my
          golf game.

INT.  ADMIRAL KIMMEL'S OFFICE - OAHU - DAY

Kimmel enters his office, and is handed the latest
dispatches.

                     ADMIRAL KIMMEL
          Any response from Washington?

                     KIMMEL'S AIDE
          Nothing, Sir.

EXT.  WESTERN UNION OFFICE - PEARL HARBOR - DAY

A telegram, addressed to Admiral Kimmel, lands in the
regular, not urgent, dispatch box.  The messenger handles it
promptly, hopping on his motorbike to deliver it.

EXT.  SKIES ABOVE THE PACIFIC - DAY

The Japanese planes increase throttle and nose down, diving
toward the surface, hurtling into attack mode.

EXT.  PEARL HARBOR - DAY

The harbor lies quiet.  It's a sleepy Sunday morning.
Children are playing, officers are stepping from their houses
in their shorts to get the morning paper...

EXT.  MOUNTAINSIDE - OAHU - DAY

Hawaiian Boy Scouts are hiking on a side of one of the
mountains overlooking Pearl.

Suddenly booming over the mountain, barely ten feet above the
summit, comes a stream of planes.

The boys are awed.  What is this?

EXT.  PEARL HARBOR - DAY

QUICK INTERCUTS - Between the approach of the Japanese
planes, and sleepy Pearl Harbor...

-- The planes, in formation, their propellers spinning, their
   engines throbbing...

-- Pearl Harbor, with the ships silent, their engines cold,
   their anchors steady on the harbor bottom.

-- The Japanese submarines heading in.

-- The American destroyers docking, instead of going out to
   search for them.

-- Another formation of Japanese bombers climbing high, into
   attack position.

-- The Japanese torpedo planes dropping down to the level of
   the ocean, their engines beginning to scream.

-- The American planes bunched on the airfields.

-- ON THE JAPANESE CARRIERS, Yamamoto and his staff huddle
   tensely, over their battle maps.

ON THE JAPANESE CARRIER DECKS, the second wave of planes is
being brought up and loaded with munitions...the Japanese
flag snaps tautly in the wind...

ON THE GOLD COURSE NEAR PEARL HARBOR, American officers are
laughing on the putting green near the club house, where the
American flag droops from the flag pole, limply at peace.

-- The Japanese planes roaring down just over the wave tops
   of Pearl Harbor itself.

-- Children playing in the early morning sun, looking up as
   they see the planes flash by.  The children look --
   they've never seen this many, flying this low...but they
   are not alarmed, only curious.

The images come faster and faster, the collision of Japan's
determination and American's innocence...

EXT.  DECK OF OKLAHOMA - DAY

Two sailors are standing on the deck, sharing a smoke,
looking out over the quiet harbor.  One of them sees the
first few planes streaking in.

                     SAILOR 1
          Look at that.

                     SAILOR 2
          It's the Army again, practicing on us.

Something drops from the lead plane and splashes easily into
the water; the plane banks away.

                     SAILOR 2
          Practice torpedoes.

A white streak runs through the water at them.

                     SAILOR 2
          Now listen, you'll hear a little thud
          when it hits the side of the ship.

They watch it rush at them...then, a MASSIVE EXPLOSION!  It
throws up a fifty foot wall of water, hurling the sailors and
everything else on the deck into the sea.

EXT.  THE ATTACK ON PEARL HARBOR - DAY

-- The first wave of planes drop more torpedoes; they plunge
   BENEATH THE SURFACE, their wooden fins working perfectly,
   the torpedoes speeding to their targets...

We see their AWESOME BLASTS against the anchored ships as the
torpedoes hit home.

-- The Japanese LOW ALTITUDE BOMBERS come in; some drop their
   bombs directly into the ships; some skip their bombs
   across the water, the bombs glancing off the surface and
   then slamming the sides of battleships with tremendous
   explosions.

-- INSIDE THE SHIPS, sleeping sailors are thrown from their
   bunks; those already awakened run for their battle
   stations, and try to make it up to the deck; but there's
   no escape there, as...

-- Zero fighter planes strafe the ships, raking the decks and
   killing sailors with MACHINE GUN FIRE.

EXT.  ON THE AMERICAN SHIPS - DAY

Fire and smoke are turning everything into chaos.  some
sailors rush to man the guns, they find the ammo boxes
locked.

Under the bombing and strafing, they find a wrench and start
pounding on the lock, trying to break open the ammo box.
Then they break open the lock -- and find the ammo box empty.

                     SAILOR
          Shit!  I'll get some ammo!