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INT. STATE CAPITAL BUILDING - General Lissimo's office. CONTINUOUS

O.S, the PING OF GUNFIRE and ZAP OF RAYS. Barney points at two cases on the
               desk. 

                                   GENERAL LISSIMO
                         What have you got? 

               Barney open one case and gently removes four pressure tanks. 

                                   BARNEY
                         Isoproposymethylphosphonyl
                         flouride. Zarin. Nerve gas. If the
                         winds right one of these will
                         terminate every living creature
                         bug, fish, bird, plant or animal in
                         a half mile radius. 

                                   GENERAL LISSIMO
                         What about us? What about my loyal
                         men?  

               Barney opens the other case and dumps out twenty gas masks.
               Grabs one for himself. 

                                   BARNEY
                         Give eighteen of your favorites
                         these and write off the rest. 

                              INT. STATE CAPITAL BUILDING MINARET - SUNDOWN

 

        Barney with a walkie-talkie and a pressure tank. The gas mask

        is around his neck ready to pull up.



BARNEY
                         On my command open the valves. 

                                   THREE DIFFERENT VOICES ON THE WALKIE
                                   TALKIE
                         By your command, sir. 

               Barney puts on his mask and opens the valve on his canister.

                                   BARNEY
                         Now. 

                                   VOICES ON THE WALKIE-TALKIE
                         Si.

               Green smoke billows out of the minarets and blows into the
               capital building.  

                                   BARNEY
                         Stop.

                                   VOICES ON THE WALKIE-TALKIE
                         Si.

               Furrs run out of the building choking a fall dead in the
               courtyards. 

                                   VOICES ON THE WALKIE-TALKIE
                         You kill our amigos. 

               Bullets splatter Barney's minaret as he ducks for cover.



               INT. STATE CAPITAL BUILDING - GENERAL LISSIMO’S OFFICE  - MOMENTS LATER

               The general lies slumped at his desk gas mask in one hand, 
               dead. Barney rushes in still masked holding his nerve gas 
               canister. He throws open a panel behind the generals desk 
               revealing a telescreen and  microphone. After some adjustments 
               Muller's face fills the screen. 

                                   MULLER
                         Teach those traitors a lesson did
                         you? Put Lissimo on. 

                                   BARNEY
                         Ass face is dead. The wind blew the
                         Zarin back into the palace. If they
                         got on the masks there's eighteen
                         of our guys left. Call in an
                         airstrike...

               A bullet shatters the screen. Barney turns to face a very
               angry donkey girl in a gas mask.  

                                   DONKEY GIRL
                         My name is Donna Maria Lissimo. You
                         killed my papa. Prepare to die. 

                                   BARNEY
                         Stupid girl. I'll teach you
                         manners. Might be fun. Give me
                         the...

               Two soldiers grab Barney from behind and DONNA rips off his
               mask. 

                                   DONKEY GIRL
                         We have better uses for this gas
                         mask. 

                                   BARNEY
                         I'm afraid. I'm really afraid. 



               INT. BATTLECRUISER "BATTLE OF BACTAVIA" - COMMAND DECK

               Grand Admiral Muller on his bridge watches the asteroids
               slowly move through space. 
               On one screen is an adult Mole lady and two mole children in
               a square room in the outer hull. 

                                   COMMUNICATIONS OFFICER
                         Admiral we have located the rebel
                         base. Lindarbore.

                                   MULLER
                         Alert the fleet and set a course.
                         Engage.
 ------------------------


EXT. LINDARBORE LANDING FIELD - DAY

               On the tarmac Azreal kneels comfortably under Julie's
               starfighter while Julie works in the engine. Julie is only
               visible from the waist down on a ladder. Azreal is holding up
               a spanner.

                                   JULIE
                             (sings)
                         " Relinquish... But Don't give your
                         butt away..."

                                   AZREAL
                         Here.

               Julie bends down and takes the wrench. She's only wearing a
               camo bikini and has oil and grease on her face and paws.

                                   AZREAL (CONT'D)
                         So, you are happy now?

                                   JULIE
                         Like a Dhork in a room full of
                         latinum. You?

               Julie sticks her head back in the engine. A mole in camo 
               cargo pants run past towards the cliff edge.

                                   AZREAL
                         Mostly. I have these dreams. You
                         remember the envelope Charlton gave
                         us?

                                   SVEN (O.C.)
                         You Ladies ready for a break?

               Sven and Charlie show up with a cooler and a duffel bag. Two
               armed rebels run by after the mole.

                                   CHARLIE TWOCLOUDS
                         Mikeale ordered a briefing at 1600
                         hours. All pilots and senior staff.
                         Have you eaten today?

                                   JULIE
                         Got busy love.

               Climbs down and hugs Charlie

                                   JULIE (CONT'D)
                         Let us gather by the river. Wanna
                         scrub me down?

               Charlie holds up the bag. Sven, the Cooler. SHOTS ring out
               from the direction the mole ran. Everyone present turns to
               look.

                                   CHARLIE TWOCLOUDS
                             (distractedly)
                         Soap, towels and clean jumpsuits.

                                   SVEN
                         Fish, fowl and cold beer.



               EXT. SPACE/ABOVE LINDABORE PLANETOID -BATTLECRUISER "BATTLE OF BACTAVIA" AND ARMADA 

               Muller's flagship and most of the Geode Spacefleet surround
               the planetoid and slowly aim their weapons at one spot. COMM
               OFFICER ED (a palomino) types, watches 3 screens (live feeds)
               and switches the pictures on a giant screen for the bridge
               crew to watch. 

                                   MULLER (O.C.)
                         ...Target Locked?

                                   COMM OFFICER ED
                         By your Command Sir. We've lost
                         comm with our mole.



               EXT. LINDARBORE PLANETOID - FRESH WATER STREAM - DAY

               In a clearing Azreal, Charlie, Julie and Sven sit near the
               remains of lunch. Julie looks damp but clean.

                                   JULIE
                         Muller had his family living in an
                         airlock. No location equals No wife and
                         kids.

                                   AZREAL
                         Did he got a message out...?

               An earsplitting ZAP echoes, A thick ray of light lances the
               ground a mile away, followed by more laser blasts, photon
               torpedoes, and just plain bombs. The two couples draw their
               phasers and run in the direction of the blasts.

                                   CHARLIE TWOCLOUDS
                         YES...He did.

               EXT. LINDARBORE LANDING FIELD - Simultaneous

               The first blast knocks a big chunk of the landing field into
               the valley. Subsequent blasts tear up the field, blow up
               Julie's starfighter, ignite the tents and splinter some
               trees. 



               EXT. REMAINS OF LANDING FIELD - NIGHT

               Azreal, Sven and Charlie pick through the wreckage while
               Julie pokes through what's left of her ship. 

                                   AZREAL
                         No bodies or personal effects?
                         Vaporized? 

                                   JULIE
                         My spotty little starship...

                                   SVEN
                         There would be a trace of them
                         left, unless...

               The "LONG ODDS" comes in for a soft landing in a space just
               barely big enough for it on the ground. Azreal, Sven and
               Charlie head for the hatch. Doc Long emerges. 

                                   DOC LONG
                         Evening folks. Anyone hurt? 

               Julie holds a bit of the fuselage with ocelot spots on it.

                                   JULIE
                         My spotty little starship...

                                   CHARLIE TWOCLOUDS
                         No, we're OK. Picnic in the woods
                         when this happened. 

               Charlie picks Julie up, throws her over his shoulder and
               heads for Doc's ship. Julie reaches her arms toward the scrap
               that used to be her starfighter. 

                                   JULIE
                         My spotty little starship...



               INT. BATTLECRUISER "BATTLE OF BACTAVIA"  - BRIDGE

               Muller watches a viewscreen showing the landing field or
               what's left of it. The view zooms in to show Azreal, Sven and
               Charlie with Julie over his shoulder entering "THE LONG ODDS" 

                                   COMM OFFICER ED
                         No other life signs sir. 

               Muller dons heavy metal Waldos (gauntlets with wires running
               into a console)

                                   MULLER
                         This seems like an appropriate
                         moment to try out the God Mittens.
                         "You're one microscopic cog in my
                         catastrophic plans Designed and
                         directed by my red right hand"



               EXT. IN SPACE ABOVE LINDARBORE PLANETOID

               A glowing red right hand bigger than Lindarbore appears in
               space and closes around the planetoid. Just as the 'hand'begins to
               squeeze it winks out. Hundreds of starfighters swarm out of
               the Mazery and strafe the " BATTLE OF BACTAVIA" Wagner's
               "Flight of the Valkyrie" plays over the ships speakers. 

                                   COMM OFFICER ED (O.C.)
                         We're under attack. Power's down
                         60%. Shields offline. 

                                   MULLER (O.C.)
                         Reorient weapons and begin auto
                         target acquisition.  

                                   COMM OFFICER ED (O.C.)
                         Auto target acquisition, offline
                         sir. Someone is overriding my
                         commands.



               INT. "BATTLE OF BACTAVIA" - MULLER'S CABIN - SIMULTANEOUS

               A zorilla (striped skunk Ictonyx striatus) in a purple bikini
               and a matching collar, types on the terminal. She reads
               what's she's writing aloud. 

                                   ZORILLA
                         ...Doors To number 44 hold recoded
                         to your signal. Guns offline in 5
                         ticks. Geode Libre! 



               INT. "BATTLE OF BACTAVIA" - BRIDGE 

               Muller watches his viewscreen as officers work feverishly.

                                   COMM OFFICER ED
                         Guns are offline --
                         Reports of similar problems on
                         other ships...
                         Sabotage from within suspected...

                                   MULLER
                         High Commander Bjornston aboard the
                         "Undauntable Traveler" Fire on
                         those vexatious gnats.

                                   HIGH COMMANDER BJORNSTON (ON COMM)
                         Can't do that Gunthor. My son
                         Sven's in one of those ships.

                                   SVEN (ON COMM)
                         Dad? How have you been? 

                                   HIGH COMMANDER BJORNSTON (ON COMM)
                         Son? I understand you have a
                         girlfriend. 

                                   AZREAL (ON COMM)
                         Greetings High Commander
                         Bjornston...

                                   MULLER
                         Excuse Me! There's a battle going
                         on. 

               The COMM OFFICER ED points a gun at Muller

                                   COMM OFFICER ED
                         Not any more. Give the order to
                         stand down. 

                                   MULLER
                         Right away, Of course. All ship's
                         Commander's stand by for new
                         orders...

               Muller throws the god mitten at Comm Officer Ed, hits him
               squarely on the nose and makes Ed drop the gun.

                                   MULLER
                         Attack the rebels. Even Traitorous
                         spacefleet vessels. Take no
                         prisoners. Scorch every inch of
                         Lindarbore...



               INT. GEODE - STEENBOK CITY "PEOPLE'S PALACE" LENNY'S BEDROOM -
               DAY

               BunBun works at a terminal while Lenny bites his nails.
               Bun Bun has an eye-patch, one long ear flops lifeless down her
               cheek and her left leg is in a cast.  

                                   BUNBUN
                         Here Master Leonard, I have the
                         bridge of the "BATTLE OF BACTAVIA".
                         Looks like Master Grand Admiral is
                         in trouble.

               Lenny roughly pushes her off the chair and takes her place at
               the monitor. She laboriously tries to stand. 

                                   LENNY
                         Wait a second. Look he's back in
                         control. He's shouting orders...

               BunBun wraps a weighted silk scarf around Lenny's neck and
               tightens it.  

                                   BUNBUN
                         Too late for you, sick simpering 
                         "tyrannis" 



               INT. LONG ODDS - WARD ROOM - SIMULTANEOUS

               Charlie and Julie listen to Mikeale as Sven and Azreal have a
               whispered argument in a corner. Roger and Bilail work at
               terminals. Bilail has one arm in a sling. Selmar serves
               coffee. 

                                   MIKEALE
                         Twoclouds, Rayne I want you on
                         board the "BATTLE OF BACTAVIA" Help
                         Ed and Muller's new furn, her name
                         escapes me, get the battlecruiser
                         back on line. 

                                   JULIE
                         I wrote the virus she used. Zelda,
                         is that her name? 

                                   MIKEALE
                         Bjornston, Foster I want you to
                         find Muller, he left the bridge
                         when no one responded to his orders
                         and disappeared. Nothing has left
                         the ship. 

                                   SVEN
                         Zorita. Azreal I'd rather you
                         didn't come along. You'll be safer
                         here.  

                                   AZREAL
                         Nein. You must come back alive. I
                         have lost so...

                                   SELMAR
                         Hey Whitey. You ain't saying civets
                         can't scrap? Or is it just girl civets?  



               INT. "BATTLE OF BACTAVIA" MULLER'S CABIN - LATER

                                   AZREAL
                         We covered every inch of this
                         Göttin verdammt barge. No long
                         eared pussy-katzen. 

                                   JULIE (ON COMM)
                         Take a break, we're heading for
                         Geode. Muller's hiding out till he
                         can sneak off. Betcha. 

               Azreal leans back into Sven's paws and closes her eyes. 

                                   SVEN
                         Here, lie on the bed a moment I see
                         something...

               Azreal lies back on the bed and Sven goes over to a half open
               drawer. The drawer is filled with gags, blindfolds and silken
               cords. 

                                   AZREAL
                         What did you find? 

                                   SVEN
                         Remember how we passed some nights
                         on Hogarth with...

                                   AZREAL
                         Me first, please. I need to let go
                         all control. 



               INT. "BATTLE OF BACTAVIA" - MULLER'S DOCKING BAY

               Charlie talks into a wrist comm.

                                   CHARLIE TWOCLOUDS
                         ... two state of the art fighters
                         here. One black, one red. When you
                         can take a break pick one and we'll
                         paint it ocelot. 

                                   JULIE (ON COMM)
                         ... Busy now.. stay! Good boy.
                         Muller might show up...



               INT. "BATTLE OF BACTAVIA" MULLER'S CABIN - SIMULTANEOUS

               Azreal in bra and panties, blindfolded, hands tied behind her
               back lies on the bed while Sven tickles her feet with a
               feather. 

                                   AZREAL
                         OHHHH, Giggle, Stop. Don't. Stop.
                         Don't stop!

                                   SVEN
                         You know the 'safe word' 

                                   AZREAL
                         Not yet...

               The bed moves soundlessly away from the wall on one side and
               Muller emerges holding a ray gun. Azreal and Sven don't
               notice at first. 

                                   MULLER
                         How very convenient. A ready made
                         hostage. 

               Sven takes the blindfold off Azreal and they face Muller.

                                   SVEN
                         You can't escape. There's no way
                         off the ship. 

               Muller drags Azreal to him and hits Sven on the nose with the
               blaster.

                                   MULLER
                         Back off wolffy. We'll be going
                         now. 

               Sven pounces across the bed and Muller shoots him in the
               chest, drags Azreal behind the bed and closes the secret
               exit.

                                   AZREAL
                         SVEN!



               INT. "BATTLE OF BACTAVIA" - MULLER'S DOCKING BAY - MOMENTS
               LATER

               A seamless bulkhead opens and Muller with Azreal as a shield
               enters. Charlie is taken by surprise. 

                                   MULLER
                         Stand at ease pilot. 

               Charlie goes for his blaster. 

                                   CHARLIE TWOCLOUDS
                         Not when I can...

                                   MULLER
                         I can remove her head before you
                         aim. 

                                   CHARLIE TWOCLOUDS
                         But then I can spill your guts.

                                   AZREAL
                         Just let him go for now. Sven's
                         been shot. Please save my wolf. 

                                   JULIE (ON COMM)
                         Charlie. There was a weapon
                         discharge in Muller's cabin. Watch
                         out...

                                   CHARLIE TWOCLOUDS
                         He's here. With Azreal. Sven's
                         shot. 

               While Charlie talks Muller edges towards the starfighters. 

                                   MULLER
                         Let me go and I'll release the
                         girl. Deal? 

                                   CHARLIE TWOCLOUDS
                         Deal. You have no fleet and every
                         paw in space is raised against you.

               Muller gets into one ship (black) still holding Azreal by her
               collar. As the canopy closes he drags Azreal inside.  

                                   MULLER
                         Changed my mind. 

               His Starfighter taxies towards the blast doors. 

               The bay starts to decompress with a WHOOSH. 

               Charlie dives out an airlock. 

               The outer door opens and Muller zooms off.

               The door closes. Vents HISS as the bay fills with air again.
               Julie and Charlie enter, get in the remaining ship (red) and
               pursue. 



               EXT. SPACE NEAR JUMPGATE 7 (FENRUS)

               Muller's black starfighter passes through the gate. Moments
               later a red starfighter follows. 



               INT. MULLER'S BLACK STARFIGHTER - SIMULTANEOUS

               Azreal crouches behind the pilot seat as Muller maneuvers
               through the jump. Her feet and hands are tied.  

                                   AZREAL (V.O.)
                         ...Hole In his chest. I wish things
                         were different--
                         Auntie's research on alternate reality...



               EXT. DEEP SPACE - MULLER'S BLACK STARFIGHTER

               They exit the jump facing a worm hole forming in space ahead 
               of them. Julie's red starfighter exits and bears down on them. 

AZREAL (ON COMM)
                         Göttin en Himmel. Did I do that? 

                                   MULLER (ON COMM)
                         Here's your fossa back. 

               Azreal is ejected into space and Muller dives into the
               wormhole, which closes after him. 

                                   JULIE (ON COMM)
                         Helmets on. Decompress. 30 seconds
                         or she's dead...

               SUPER - A digital counter shows twenty-six seconds pass.

               Julies opens the canopy of the starfighter and pushes off as
               Charlie brings the ship under Azreal. 

               Julie grabs Azreal, Charlie reels them in and closes the
               canopy. 

                                   CHARLIE TWOCLOUDS (ON COMM)
                         25 seconds. She OK? 

               Azreal gasps and sits up.
               
               END SUPER

                                   AZREAL (ON COMM)
                         Sven? 

                                   JULIE (ON COMM)
                         Rayne to battlecruiser "BATTLE OF
                         BACTAVIA"--
                         What is Major Sven  Bjornston's
                         condition? Repeat--
                         What is Major Sven  Bjornston's
                         condition?

                                   DOC LONG (ON COMM)
                         Critical but alive.



               INT. GEODE - NORTH PARKLANDS - BELLWOOD - AZREAL'S HOME -
               DINING ROOM - NIGHT

               Professor Foster, Charlton, Mikeale, Lisa, Roger, Julie,
               Azreal, Bilail, Charlie, Sven, Selmar and Doc Long enjoy a
               grand feast.  

                                   LISA
                         ...Swung The chair and knocked her
                         away and ran off to Merope where he
                         still has supporters. So Lenny is
                         still a problem.

                                   ROGER
                         But the rest of Geode is behind the
                         online government idea George had.

                                   MIKEALE
                         There are still rouge
                         battlecruisers, stardestroyers and
                         corsairs out there. The commander
                         of the "Siege of Cidade dos
                         Cavalos" spaced half his crew who
                         either were rebels or just happened
                         to be on the wrong levels.  

               Professor Foster dishes out some tuna noodle casserole.

                                   PROFESSOR FOSTER
                         At least the girls are home safe
                         and life is almost back to normal.

                                   CHARLTON
                         Y'all got that right...

                                   DOC LONG
                         How are you ladies settling back to
                         suburban life? Miss the excitement?

                                   JULIE, AZREAL & BILAIL
                         YES!

                                   DOC LONG
                         How about you boys 

                                   SVEN & CHARLIE
                         I guess...

                                   DOC LONG
                         I think I'll stay about on Geode
                         for some time.
                         Would you care to undertake
                         occasional missions on the LONG
                         ODDS for the greater good? 

                                   SELMAR
                         Count me in too.

                                   ROGER
                         Sounds like Doc's not going to be
                         bookworthy for a while and Ms.
                         Rayne and I have some unfinished...

                                   JULIE & LISA
                         Forget it. 

               They look at each other then at Roger and laugh.



               EXT. AZREAL'S HOME - NIGHT

               The Foster residence is a huge mansion with extensive
               grounds. Doc Long's ship is in the wide parking deck in
               front. 

               Julie, Azreal, Bilail, Charlie, Sven, Selmar and Roger under
               the ladder to the LONG ODDS bid farewell to Professor Foster,
               Charlton, Mikeale, Lisa, and Doc Long. 

                                   JULIE
                         First stop Sumer TM. 

                                   DOC LONG
                         Tell Natalie, Commander Fenkirk, I
                         think she's doing a fine job. 

                                   JULIE
                         Shall we depart on our great
                         adventure ladies? ...And
                         gentlefurrs.

               {this could be inserted during or after the closing credits}



               EXT. EARTH - US - NEVADA - GROOM LAKE - AREA 51 - NIGHT

               Super- July 6, 1947 22:00 hr.

               WWII jeeps filled with armed soldiers patrol the perimeter of
               a row of hangers in a the high desert. 



               INT. GROOM LAKE - AREA 51 - HANGER 8 - NIGHT

               Muller's black starfighter dominates the main hanger. Muller,
               in lab room behind one way mirror glass, is being watched by
               scientists, high ranking armed forces and government
               officials. 

                                   AIR FORCE GENERAL
                         ... Landed in Roswell NM two days
                         ago. 

                                   NAVY BRASS
                         A talking cat in a jet plane? If
                         this gets out...

                                   SCIENTIST
                         An anthropomorphic serval. 

               Points at Muller's black starfighter

                                   SCIENTIST (CONT'D)
                         That's far beyond a jet plane. We
                         surmise it's capable of
                         interstellar flight...  

                                   G-MAN
                         We got two conflicting stories
                         "leaked" A flying saucer full of
                         dead gray big eyed midgets or a
                         just a weather balloon. 

                                   MULLER (V.O.)
                         Hairless apes with no spacecraft?
                         In 6 months I'll run this planet...
          FADE OUT

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