Original subtitles

[rousi ng m us ic]

[i ntrig u i ng m usic]

[i nd isti nct chatteri ng]

[man on PA speaki ng German]

[man on PA]A ttenfion.

PIease preFare for docking Frocedure.

[speaki ng German]

[majestic m us ic]

[zeppel i n eng i nes power down]

[i nd isti nct chatteri ng]

[speaki ng German]

[speaki ng German]

[speaki ng German]

[speaki ng German]

[mysterious m usic]

[d ramatic m usic]

[i ntrig u i ng m usic]

[typewriter clatters]

[typewriter bel l ri ngs]

[typewriter bel l ri ngs]

[i ntercom buzzes]

[woman on i ntercom] There 's a Fackage for you, Miss Perkins.

They d id n't Ieave a name.

-Said it was i m portant. -Than k you .

[man clears th roat]

I don't I i ke th is bus i ness you're getti ng you rself i nto.

I'I I be j ust fi ne, M r. Paley.

You know what a carefu I g i rl I am .

I move my mouth , words come out, you don't hear.

I'm Iate for a movie.

I don't l i ke it when you sm i le at me.

You don't I i ke my sm i le?

I don't l i ke what's beh i nd it.

Listen , Pol Iy, s ix scientists are m issi ng ,

probably dead .

N ow, somebody out there means busi ness .

I don't want you i n the m idd Ie of it.

It's on Iy a movie, M r. Paley.

I'I l bri ng you some popcorn .

[majestic m us ic]

Tofo, I have a teeling We 're not in Kansas anymore.

We must he over the rainhow.

You sent me th is?

Who are you ?

What's th is al l about, M r. --?

Doctor.

Dr. Walter Jen n i ngs. I'm a research chem ist.

I special ize i n n ucleic-acid em iss ions.

The bond i ng enzymes i n protease molecu Ies wh ich --

The m issi ng scientists. You said you knew who was next.

Yes, I --

I have a dead l i ne to meet, doctor.

I was one of seven scientists

chosen to serve i n a secret faci l ity

stationed outs ide of Berl i n

before the start of the Fi rst World War.

It was known on ly as Einheit Elt, " U n it 11 ."

We ag reed never to d iscuss what went on beh i nd those doors .

The th i ngs we were made to do there...

Terri ble th i ngs.

I shou Id n't have come.

Now i know we 're not in Kansas.

Are you a good witch or a had witch 7

Doctor, you said you knew who was next.

Yes .

Don't you see?

There is on ly one Ieft.

Who? Who is it, doctor?

Me.

He's com i ng for me.

[si rens wai l]

Who? Who's com i ng?

Toten kopf.

It's Toten kopf.

There !

Look!

[woman] Rig ht over there !

[man] What is it?

[man on speakers] Ail citizens, attention.

New York city must he evacuated at once.

Proceed in an orderly manner fo the East River Drive.

Ail memhers ot the Foiice and fire deFartment

on ieave or oft duty

shall report immediately to their Frecincts

or company command.

This is urgent.

[phone ri ngs]

-Ed itor Paley. -[Pol Iy] Mr. Paley.

-It's me, Poiiy. -Pol Iy, what's goi ng on?

They're cal I i ng for m idtown to evacuate.

Listen, Mr. Paley, I don 't have much time.

I need you to d ig u p anyth i ng you can on a D r. Walter Jen n i ngs

and someone named Toten kopf.

An add ress, a phone n u m ber, anyth i ng you can fi nd .

It's important.

Toten kopf. Who is he?

I think he may have something to do with the missing scientists.

Ou ick as you can .

Pol ly, l isten to me. I want you to get out of there.

I want you to put the phone down , close you r notepad

and get the hell out of there.

Wait a m i n ute.

I can see someth i ng now com i ng i nto s ig ht above the Pal isades.

They're crossi ng Sixth Aven ue.

Fifth Aven ue.

They're a h u ndred-- They're a h u nd red yards away.

Pol Iy. Pol Iy!

Oh , my God .

-Pol ly! -[mach i ne g u ns fi ri ng]

Pol ly!

Polly!

[mach i ne g u ns fi ri ng , people scream i ng]

[blows wh istle]

[pol iceman] Stop ! Come back!

[heavy pou nd i ng]

[officer] F i re !

[pol icemen yel I i ng]

Get out of here ! Get out of here !

They've broken th roug h the peri meter.

Send rei nforcements.

Send everyth i ng you've got!

Emergency protocol 98286. Cal l i ng Sky Captai n .

Come i n , Sky Captai n .

ReFeat. calling Sky captain. come in, 8ky capfain.

This is an emergency Frotocol, 90206.

Calling 8ky caFtain. 8ky captain, do you read?

Calling 8ky caFtain. come in, 8ky capfain.

This is an emergency Frotocol, 90206.

Calling 8ky caFtain. 8ky captain, do you read?

ReFeat. calling Sky captain. come in, 8ky capfain.

Th is is Sky Captai n . I'm on my way.

[d ramatic m usic]

Oh ! Oh .

Oh !

Oh !

[pu Isati ng h u m bu i Ids]

Pol Iy.

J oe.

[an nou ncer] Further defaiis of the attack continue to Four in.

The centrai Fortion of the city

is hlacked out trom radio communication

due fo damaged power Iines and electrical failure.

Cahles received from English, French, and German news agencies

now confirm the attack was not limifed to the city.

[British an nou ncer] The BBc is reForting

that a sfeel mill in Nuremherg

was virtually excavated

hy what wifnesses descrihe as a mechanized tornado.

News agencies in Paris and Madrid

speak of strange hurrowing machines

rising from the ground,

rohhing entire communities of their coai and oil reserves.

Meanwhile, with military resources

stretched thin across the glohe,

world Ieaders must once again call uFon

the elite mercenary forces of 8ky CaFtain

and his army-tor-hire

to uncover the meaning of these mysferious events.

Where's Dex?

[hangar buzzer sou nd i ng]

Shazam .

I thoug ht you said th is th i ng was big .

Can I have it?

You fi nd out where it came from ,

and I'I I buy you one for C h ristmas.

Oh , I need to show you someth i ng .

I recorded th is s ig naI

j ust before the fi rst mach i ne appeared .

I d id n't th i n k anyth i ng of it u nti I I played it back.

[osci l Iati ng sou nd wh i nes]

Morse code?

Yeah , see, that's what I thoug ht at fi rst,

but the syntax is more com plex than that.

There's a su b-carrier h idden i n the lower freq uency.

I th i n k it's bei ng used to control them .

If it s hows u p agai n , cou Id you track it?

I can try, yeah .

-Good boy, Dex. -Than ks.

I n the meanti me, see what you can do with that th i ng .

Fi nd out what makes it tick.

-You don't m i nd , do you ? -I don't m i nd .

I wan na know where it comes from , Dex.

Who sent it here.

[man on rad io] Switch to maF coordinate 69 8W hy 49 E.

[s ig hs]

[cracks neck bones]

[Pol ly] Tu m my ache?

How you been , J oe?

M iss me?

Get out.

Wel l , it's n ice to see you too.

Dex said you m ig ht be i n a mood .

Dex?

Get i n here !

It's been th ree years, J oe.

You're not sti l l mad at me, are you?

Can't even remem ber

what we were fig hti ng about.

You sabotaged my plane.

Rig ht.

I spent s ix months i n a Manch u rian s lave cam p

because of you .

They were gon na cut off my fi ngers .

[Pol Iy] J oe...

for the Iast ti me,

I d id n't sabotage you r dam n ai rplane.

AI I so you cou Id get a photog raph of Tojo H ideki

i n h is bath robe, remem ber?

You know, I'm starti ng to th i n k

that you've i nvented th is whole sabotage nonsense

to cover the fact that you were ru n n i ng arou nd on me

with you r l ittle mystery g i rI

the whole ti me we were i n N anj i ng .

Never happened . Al I i n you r i mag i nation .

Who was she, J oe? What was her name?

That's enoug h .

What are you gon na do?

S hoot me?

Oh , g reat. We al I made u p.

It's been a pleasu re, Pol Iy.

Let's do it agai n i n ten years .

Escort M iss Perki ns off the base, Dex.

If she res ists, shoot her.

-H i , Pol ly. -H i , Dex.

-I gotta. . . -It's okay, hon , I know.

Okay.

It's j ust as wel I .

I g uess you wou ld n't have been i nterested i n th is, anyway.

Where d id you get that?

There's more where th is came from .

Lots more.

[laug hs]

I want that bl uepri nt, Pol Iy.

I want th is story, Joe.

And you're gon na hel p me get it.

Maybe we s hou Id show her, Cap. Maybe s he can hel p.

Show me what?

[s ig hs]

Show me what?

[Pol ly] My God . What is th is?

Where do they come from ?

They started appeari ng th ree years ago

i n remote areas .

We managed to keep it a secret u nti l now.

They s how u p without warn i ng ,

they take what they need ,

and then they d isappear without a trace.

Th ree years and we sti l l can't explai n what they want

or who's send i ng them here.

[Pol ly] A man came to see me today, a scientist.

He was terrified . Said someone was com i ng for h i m .

I asked h i m who he was so afraid of, and he repeated one name :

Toten kopf.

He nearly went wh ite when he said it.

[Dex] Toten kopf, who is he?

[Pol ly] He's the i nvis i ble man .

I've been th roug h every I i brary record twice

Iooki ng for anyth i ng .

I've cal led every contact I have

from Paris to Bang kok.

Th is is the on Iy th i ng I cou Id d ig u p.

He ran some ki nd

of secret science u n it outside of Berl i n

before the start of World War I .

Someth i ng cal led U n it 11 .

It's been more than 30 years

s i nce anyone has spoken h is name.

U nti I today.

Note the i ns ig n ia

he used for the u n it.

It matches the marki ngs on al I of these mach i nes.

The scientist, where is he now?

We're i n th is together, rig ht, J oe?

Noth i ng gets pu bl is hed

u nti l I say so.

You don't write a sentence

or take a photog raph without aski ng me fi rst.

U nderstood?

U nderstood .

[s h utter cl icks]

[th u nder cras hes]

[laug hs]

What?

I m issed you .

Than ks for savi ng my l ife today, by the way.

Oh .

Were you down there?

You m issed me too. How n ice.

[Pol Iy] Th is is it. Th is is Jen n i ngs' Iab.

[th u nder ru m bles]

Dr. Jen n i ngs?

It's Pol ly Perki ns.

[knocks on door]

D r. Jen n i ngs !

It's Iocked .

That wi ndow there.

I may be able to get i n th roug h that wi ndow

if I can attach a I i ne...

[g Iass shatters]

It's open .

[mysterious m usic]

[Pol Iy] We're too Iate. Someone beat us here.

[th u nder cras hes]

[elephant tru m pets]

[elephant tru m pets]

[elephant tru m pets]

Al I rig ht, Pol ly...

no more games.

What the hel I is goi ng on?

I was hopi ng you cou ld tel I me.

[clatteri ng]

[d ramatic m usic]

[Pol ly] Dr. Jen n i ngs !

You m ust stop h i m !

[rustl i ng]

[wh ispers] Stay here.

Stop !

I don't wan na h u rt you .

M iss Perki ns .

I'm here, doctor.

I'm goi ng to get you some hel p.

You m ust prom ise.

If Toten kopf fi nds them ,

the cou ntdown wi I I beg i n .

Th is world s hal l end .

I don't u nderstand , doctor. F i nd what?

Prom ise.

He's dead .

I th i n k I fou nd someth i ng .

Dr. Jen n i ngs had th is with h i m

th is morn i ng at the theater.

[si ren wai I i ng]

I'd better get back to the base.

I'm com i ng with you .

Of cou rse you are.

[tense m us ic]

[ti res screech]

Recon naissance picked u p

someth i ng on radar travel i ng at over 580 knots

and com i ng straig ht for us .

How Iong before they reach us?

[man] There !

Get my plane ready. I'm goi ng u p.

[d ramatic m usic]

What are you doi ng?

I'm com i ng with you .

Don't be stu pid .

Remem ber what happened Iast ti me you flew with me?

We had a deal .

Th is is not a game, Pol Iy.

People are gon na d ie.

You are not Ieavi ng me, J oe.

Not th is ti me. Th is is my story, and we had a deal !

[man] Go, go, go!

Get i n .

There you are.

[beepi ng]

Cap, th is is Dex, do you read me?

Hang on , Dex, I'm a I ittle busy.

Come i n, Dex.

Look, whatever you do, don't shoot!

U h , okay.

You shot it, d id n't you ?

-Yes . -Listen, cap.

The s ig nal's com i ng from one of those mach i nes .

You gotta keep them i n one piece.

Wh ich mach i ne is it, Dex?

There 's no way ot telling.

It could he any one of them.

I th i n k I fou nd it, Dex.

Wait, Cap, I'm Iosi ng the s ig nal .

[J oe] It's head i ng for the city.

Don 't let it get away.

I need you to bou nce that s ig nal back to me.

If we Iose it now, we may never get it back.

You let me know when you've got someth i ng, Dex.

I'll let you know. Out.

AI I rig ht, I want a fu I l -spectru m sweep

of every i ncom i ng s ig nal .

Am pl ify any variant freq uency cycle

and route them to me.

[Pol ly] They've come back for the generators .

Who is th is g uy?

You okay?

G reat.

There's a bottle of M i I k of Mag nesia

u nder the seat if you need it.

I'm fi ne.

You don't look so good .

[Pol Iy gasps] Pu l l u p !

-Joe ! -I see it!

[Pol ly] It's getti ng away.

[beepi ng]

I Iost the s ig nal , Cap.

I' l l fi nd h i m , Dex. Sit tig ht.

Go Ieft.

Sit back, Pol Iy.

There's a s hortcut down Broadway.

You can catch h i m

on 42nd Street.

I know these streets I i ke the back of my hand .

Go Ieft!

[horn hon ks]

Whoa!

Hey!

Okay, okay, now go straig ht.

-N o, no, no, go rig ht! -When ?

Back there.

I cou Id use a l ittle more warn i ng next ti me.

Go Ieft!

[Joe] Whoa!

[Pol Iy sq ueals]

Tel I me you got someth i ng, Dex.

We 're getting ciohhered up here.

It's no picn ic down here either, Cap.

Hang i n there, I've al most got it.

Joe !

Dex! We can't hold them off any Ionger!

I'm al most there.

We have to evacuate now!

Go ahead without me. I'm rig ht beh i nd you .

Lovely.

Okay, tu rn Ieft at the d rugstore.

[Pol ly] Left agai n .

We're goi ng arou nd i n ci rcles.

Wi I I you j ust trust me?

Go Ieft!

It's a dead end .

That's not su pposed to be there.

[J oe] It's a dead end !

[Pol ly] There's no way out!

Oh , bugger.

[Pol ly] J oe !

[gasps]

[Pol ly] There's the Iead sh i p.

Shortcut! Ha !

I got us here, d id n't I ?

Dex. Dex!

Th i rty seconds, Cap, that's al I I need .

Th i rty seconds.

P l us or m i n us.

Listen, I'il try and fake them out

over the water, buy us some ti me.

Over.

Sti I I g Iad you came?

J oe, I fou nd it! Joe !

[Joe]Dex, come in. Where is it?

[g roans]

Come in, Dex. Are you there ? Dex?

Dex, do you read me ?

Dex, are you there ?

[suspensefu l m usic]

[g roans]

I can't outru n them m uch longer.

Hold on .

[Pol Iy] Joe, what are you doi ng ? You're head i ng straig ht down !

You're gon na ki I l us !

I know what I'm doi ng . J ust hold on .

We're goi ng too fast. We're not gon na make it.

J oe, you have to pu I I u p !

Pu l l u p !

We went u nderwater.

[Joe] Dex rigged it u p.

Got the idea from one of h is com ic books.

You mean , you knew th is the whole ti me,

and you Iet me th i n k we were gon na cras h?

I thoug ht we were gon na d ie!

You s hou Id have said someth i ng !

Look, Pol ly,

it was you r idea to tag along , not m i ne.

If you can't take it, that's not my fau lt.

Oh , I can take it.

I can take anyth i ng you d ish out.

Good .

Because that was noth i ng .

Dex, come i n .

Do you read me?

Do you read me, Dex? Copy.

[d ramatic m usic]

Dex!

Dex!

Dex.

[clatteri ng and wh i rri ng]

They're everywhere.

J oe, look out!

[g roans]

[h ig h-pitched wh i n i ng]

[pu Isati ng h u m m i ng]

[Joe] Dex!

Why wou ld Toten kopf do th is?

Why Dex? It doesn't make any sense.

He was looki ng for someth i ng .

Dex said he knew where the transm iss ion was com i ng from .

He m ust have got too close.

-He was tryi ng to tel I me someth i ng-- -J oe.

Good boy, Dex.

[pensive m usic]

[Pol ly] These jou rnals belong to Dr. Vargas.

He m ust have passed them on to Dr. Jen n i ngs

before h is d isappearance.

My God .

What?

"Toten kopf was awarded h is fi rst patent

"when he was 1 2 years old .

" By 1 7, he had al ready received two doctorates

"and was one of the most h ig h Iy regarded m i nds of h is day.

"One year after h is d isappearance,

"om i nous ru mors began ci rcu Iati ng .

"Wh ispers that Toten kopf had beg u n work

"on what was darkly h i nted to be a doomsday device.

"Efforts to locate h i m have consistently fai Ied ,

"and to th is day, h is whereabouts remai n a mystery.

" Even less is known about h is com pan ion ,

an assassi n who controls h is mach i nes."

She's the one who took Dex.

What else?

[Pol Iy] These are U n it 11 s u pply Iogs .

Th is is everyth i ng he's used h is mach i nes to col Iect

for the Iast th ree years,

i ncl ud i ng generators from the city.

It reads I i ke a shoppi ng I ist from al I over the world .

What have you been u p to, doctor?

It'I I be al I rig ht, Joe.

Dex can Iook after h i mself.

We'I I fi nd h i m .

[d ramatic m usic]

[speaki ng Ti betan]

Ah !

My old friend J oe.

So g lad to see you agai n .

It's good to see you too, Kaj i .

Th is is Pol Iy Perki ns .

She'I I be com i ng with us .

N ice to meet you .

Kaj i , d id you get the maps I needed?

Yeah , they're i ns ide.

D id you get a I ittle someth i ng for me?

Of cou rse.

Th ree cases, j ust I i ke you asked .

Oh , Vien na sausages. My God , it's been so Iong .

Kaj i ,

how's you r Ti betan?

[speaki ng Ti betan]

[laug hs]

Come, I'I I show you the maps .

-H ow wel I do you know h i m? -[J oe] Kaj i ?

He's old leg ion . Recon naissance.

Why?

I don't trust h i m .

That's fu n ny, he said the same th i ng about you .

Here. Get changed .

You r clothes stay beh i nd .

You won't be need i ng h ig h heels where we're goi ng .

[om i nous m usic]

Dex tracked the sig nal to here,

th is val Iey north of Karakal .

Th is is where the transm ission orig i nated .

Why is there no writi ng here?

What is th is place?

S ham bhala.

You know it?

It is forbidden .

It's said to be the sou rce

of the Kalachakra, Ti betan mag ic.

Those who I ive there

are said to have su pernatu ral powers .

You can get us there, Kaj i ,

can't you?

N o one has ventu red th is far.

It's very dangerous.

Sham bhala is said to be protected

by the priests of the Kalachakra Iamasery.

If they fi nd us there, they wi l I ki I I us .

Why? Why is th is place so special ?

Sham bhala is known by many names.

To the Hebrew, it is Eden .

To the ancient G reek,

it was Em pu rios.

You may know it as S hangri-La.

[speaki ng Ti betan]

A storm is com i ng .

If you sti l l wish to go,

we m ust go now.

[Pol ly] I need to send a message.

[i nd isti nct voices on transm itter]

[transm itter beeps]

[Pol ly] Editor Paley, this may he

fhe last message you receive from me.

We 've tracked a radio signal fo NeFai

in search of Dr. TotenkoFt.

The story grows sfranger at every turn.

CIues ahout a countdown. But to what, I don 't know.

I fear time is running out.

With any iuck,

I'il he hack soon with Dex and the story.

I hope. Polly Perkins.

[majestic m us ic]

Th is is where civi I ization stops.

A blan k on the map.

We m ust be carefu I from here.

[man cal l i ng i n Ti betan]

H u rry.

[om i nous m usic]

What is it?

It Iooks l i ke a m i n i ng outpost.

[Kaj i] Someth i ng bad happened here.

[Joe] Seems to be abandoned .

Tel I you r men we're head i ng down .

[Kaj i s peaki ng Ti betan]

I want a closer Iook.

[Geiger cou nter cl icki ng rapid ly]

[Kaj i] What is it, J oe?

U ran i u m .

The whole m i ne's contam i nated .

-We can't stay here. -Let's go.

Where's Pol Iy?

Pol ly!

[Kaj i] M iss Perki ns?

[s ig hs] We'I I have to spl it u p.

[Pol ly screams]

Pol ly!

[J oe] Let her go.

[man] G ive me the vials and the g i rl wi I I l ive.

What vials? What are you tal ki ng about?

I wi I I not ask a second ti me.

Drop the g u n .

I told you , I don't know what you're tal ki ng about.

-You'I l j ust have to ki I I us . -As you wis h .

[gasps] Wait!

Wait. Wait.

I'm sorry, J oe.

-Good bye, my friends. -You r jou rney ends here.

I was goi ng to tel I you , J oe.

You have to bel ieve me.

What was i n those vials?

I don't know.

You expect me to bel ieve that?

I'm tel l i ng the truth , Joe.

D r. Jen n i ngs gave them to me j ust before he d ied .

He said that the world wou Id end

and the cou ntdown wou ld beg i n

if Toten kopf got h is hands on them .

[J oe g ru nts]

You've done noth i ng but I ie to me from the beg i n n i ng .

Okay, I'm a I iar.

But I don't exaggerate. That is what he said .

That was what Toten kopf was looki ng for.

That's why he took Dex.

I'm sorry.

I never meant for any of th is to happen .

S h h !

[sizzl i ng noise]

Do you hear that?

Dynam ite.

[sizzl i ng noise i ntensifies]

That noise agai n .

[J oe] Move !

What are you doi ng?

Come on !

Oh , g reat.

We're safe.

Pol ly, th is may be ou r Iast moment together.

There's someth i ng I need to ask you .

Yes, Joe?

Did you cut my fuel I i ne?

Dam n it!

I d id n't sabotage you r lousy ai rplane !

-F i ne. -Ou r Iast moments on Earth ,

and th is is al I you have to say to me?

Cou ld we j ust for once d ie without al l th is bickeri ng?

There you are. Why d id you lock the door?

Ru n !

My fi l m .

[Joe] Pol ly, leave it!

There's no ti me !

[wh ispers] Pol ly.

Pol Iy.

My clothes.

What are you doi ng i n here? Get out.

Get out!

Not u n Iess you have some pants h idden u nder there for me.

Oh , don't tel l me you 're--

N aked .

You can say it, Pol Iy.

Th is isn't fu n ny, Joe.

Where are we?

What happened to us? Where are ou r clothes?

Stop Iooki ng at me I i ke that.

Li ke what?

Tu rn arou nd , Joe.

I'm serious . Tu rn arou nd .

H i , Joe.

[door opens]

[speaki ng Ti betan]

[wh is peri ng] As k h i m what he d id with ou r clothes .

[Kaj i s peaki ng Ti betan]

[man speaki ng Ti betan]

The clothes are bu rned .

Bu rned? Why?

[Kaj i s peaki ng Ti betan]

[man speaki ng Ti betan]

He says the m i ne is poisonous.

Ou r clothes were i nfected .

[man speaki ng Ti betan]

He says he's arranged for a g u ide

to lead us back down the mou ntai n .

He wi l I take us there once we are d ressed .

We appreciate that, but...

explai n to h i m we are here to fi nd a man .

[Kaj i s peaki ng Ti betan]

[man speaki ng Ti betan]

He says we m ust leave before it is dark.

There's noth i ng more he can do for us.

It's very i m portant we fi nd th is man .

[Kaj i s peaki ng Ti betan]

H is name is Toten kopf!

[man speaki ng Ti betan]

[Kaj i] He says, what do you want with th is man ?

I've come to ki I l h i m .

And to fi nd my friend .

[Kaj i trans lati ng]

[man speaki ng Ti betan]

He says he wi l l hel p you .

[Pol ly] What do you th i n k?

[J oe Iaug hs]

I th i n k they bu rned the wrong clothes .

You said I cou ld n't bri ng anyth i ng else.

I th i n k you Iook l i ke a wool Iy mammoth .

They're waiti ng for us.

[Kaj i]The Friesf says

that TotenkoFf enslaved his Feopie,

made them work i n the m i ne, but the m i ne was poisonous .

Those who d id not d ie rig ht away

were broug ht here for h i m to study.

[Joe] Where is Toten kopf now?

[Kaj i] He does not know.

On Iy that Toten kopf is gone, many years ago.

[Pol ly] I can't bel ieve th is is happen i ng .

I on Iy have two shots Ieft.

We're i n S hang ri -La and al l I have is two shots.

Everyth i ng I had was i n that bag .

You shou ld have let me go back for my fi I m .

You 're rig ht, I shou Id've.

So where's he taki ng us?

To meet the on Iy I ivi ng su rvivor of Toten kopf's experi ments.

What experi ments?

[soft piano m usic playi ng , noise and h iss on record i ng]

As k h i m, where is Toten kopf?

Tel l h i m it's i m portant we fi nd h i m .

[speaki ng Ti betan]

[speaki ng Ti betan weakly]

He wants to know why. Why do you seek Toten kopf?

To make h i m pay for what he has done.

[trans Iati ng]

[speaki ng Ti betan]

H is staff.

He's aski ng for h is staff.

He says, fol Iow Rana.

The staff wi I I Iead you there

to Toten kopf.

Rana? Is there such a place?

[man speaki ng Ti betan]

He says now that he has hel ped you , you m ust hel p h i m .

Of cou rse. Anyth i ng .

[translates]

What do you want?

Ki I I me.

[Pol ly] Have you Iooked at th is?

There's marki ngs on it, I i ke a ru ler.

And there's a moon and a star.

"And al l I ask is a tal I sh i p,

"And a star to steer her by. "

A star.

He wasn't tal ki ng about a place,

he was tal ki ng about a star!

Rana is a star.

Ancient sai lors used to navigate

by usi ng the n ig ht sky.

They cou Id determ i ne thei r pos ition

by the moon and the stars.

The Vi ki ngs

were known to create maps for certai n stars,

latitude tables that req u i red a key to deci pher them .

The key was cal Ied Jacob's staff.

Th is has to be the key!

You mean th is cou Id real Iy work?

You cou Id real ly fi nd Toten kopf

with th is th i ng ?

We do th i ngs a l ittle d ifferent nowadays.

Al I we needed to know was where to look.

What's the date?

March 2nd .

March 2nd .

Usi ng Karakal PIateau as ou r assu med position ...

March 2nd ...

Rana is at latitude 28 .48 .

Rig ht ascens ion, 03 hou rs, 43 m i n utes .

Decl i nation , m i n us 1 8 .60.

There's noth i ng there.

Are you su re you d id it rig ht?

I'm su re.

If the old man was rig ht,

that's where Toten kopf is now.

Dead center i n the m idd le of nowhere.

What's that poi nt there?

That's where we ru n out of fuel .

Oh , g reat.

So how do we get there?

Fran ky.

[Pol Iy] Who?

Fran k Cook. An old buddy of m i ne.

Ru ns a mobi le recon naissance outpost for the Royal N avy.

-If I can get a message to them , -[beepi ng]

I may be able to arrange a rendezvous at these coord i nates .

And what if they don't get the message?

Fran ky's never Iet me down . They'I l be there.

They'I l be there.

Is that I ig ht su pposed to be on?

Relax, Pol Iy, everyth i ng's fi ne.

[eng i ne spl utters]

[Pol ly] We're out of fuel , aren't we?

Buckle u p.

[J oe on rad io] Manta 8tation, do you read me ?

-[static h isses] -Where are you , Fran ky?

What are you doi ng?

You can't Iand th is i n the m idd le of nowhere.

[J oe] I'm not.

I'm land i ng it on that.

[Pol ly] What is it?

[J oe] It's a mobi Ie ai rstri p.

Dex had a hand i n desig n i ng it.

It's ki nd of a secret.

You can keep a secret, can't you , Pol Iy?

[Pol Iy] Yeah .

I can keep a secret.

Two shots .

[man on rad io] Permission to land on plaftorm 32y.

Mainfain your present course.

Copy, 327.

Welcome ahoard, caFtain.

Joseph Su I I ivan .

I was su re you'd be dead by now.

[J oe laug h i ng]

It's good to see you too, Fran ky.

Th is had better be i m portant,

or one of us

is i n trou ble.

It's i m portant.

[Pol Iy gru nts del icately]

[Pol Iy] Oh !

What is that?

You be n ice.

Com mander Cook, meet Pol Iy Perki ns.

Pol Iy Perki ns.

I've heard so m uch about you .

It's a pleasu re to fi nal Iy meet the com petition .

It's been a Iong ti me si nce Nanj i ng , hasn't it, J oseph ?

So, Fran ky,

I hear you've been havi ng trou ble with that n u m ber-th ree eng i ne,

-or at Ieast you were Iast ti me-- -[alarm buzzes]

Commander, we're tracki ng s ix enemy s u bmersi bles

beari ng 30 degrees northwest.

Who wants to ki l I you now?

[man on PA] Man your haftle stations.

-AIl hands on deck. -Fol low me.

Take us to 1 8,080 feet and deploy cou ntermeasu res.

Yes, com mander.

Recon naissance located an island

3 ki Iometers northeast of ou r cu rrent position .

It is not, however, on any of ou r charts .

[Pol ly] That has to be h i m .

That has to be who?

What have you got me i nto th is ti me, J oseph ?

Noth i ng you can't hand le, Fran ky.

Pol Iy, try not to touch anyth i ng .

Enemy wars h i ps beari ng 31 6, mark 4.

C Iosi ng fast.

G ive me a vis ual .

Lau nch i ng rad io i mager.

We're receivi ng a sig nal .

On -screen now.

[Pol Iy] Toten kopf.

Commander, we've lost power to the forward rotors .

We're Iosi ng altitude.

AI l eng i nes, reverse fu I l . Get us out of here.

Francesca, you've got to get me on that is land .

I'm not about to risk the I ives of my men

for one of you r s i l Iy antics.

He's got Dex.

Resci nd order!

You'I I never make it from the ai r.

We have to fi nd you another way.

[Joe] There's a tidal flow on the eastern face of the island .

[Fran ky] It's too deep.

We're not rated past 380 meters.

But...

...th is area here,

there's an u ndersea i n let at the southern ti p

and it ru ns beneath the enti re Iength of the is land .

That is you r on Iy way i n .

Everyth i ng else is sheer rock to the edge of the water.

What about those mach i nes? How do we get past them?

Leave that to me.

AIert the am ph i bious sq uad ron .

[alarm buzzes]

[man on PA] ReFort to main staging area.

[men s houti ng]

What?

Nanj i ng ?

I can't hear you , Pol Iy.

You'I l have to speak u p.

[Fran ky on rad io] KeeF your nose uF, JoseFh.

You always were had at the short takeoff.

Keep u p, Fran ky.

I don't wan na have to come back for you .

I thoug ht you r takeoff was j ust fi ne.

Than k you , Pol Iy.

So you heard that, d id you ?

[Fran ky] Manta Ieader to Manta team,

impacf in ten seconds.

Switch i ng to am ph i bious mode.

ImFact in five, four, three,

two,

one.

Fran ky.

You rememher our milk run over Shanghai, don 't you7

[Fran ky] We had the target huttoned up

and he was jinxing in the tlak.

Pops a rivet, th i n ks he's taken a h it.

And started yel I i ng :

-" Protect the rabbits ! " - "Protect the rahhits/ "

-" Protect the rabbits ! " - "Protect the rahhits/ "

[J oe and Fran ky Iaug h]

Enemy target spotted fou r poi nts to the rig ht.

DeFth, 1, 600.

Look sharp.

[Pol ly] Joe, watch out!

[J oe g ru nts]

J oseph , there's the i n Iet.

I see it.

Get ready to make a ru n for it.

We're about to clear you a path .

H old on , now, Pol Iy.

Hold on .

Manta leader to Manta team ,

arm cl uster torpedoes and stick close

to element formation .

F i re.

J oseph ! P u I I u p !

Joseph , it's sti l I al ive. Disengage.

Do you hear me ?

Disengage.

Do you hear me ?

-[Pol ly] What is it? -Do you hear me ? Pull up!

The rudder's jam med . I can't steer.

J oseph !

D isengage !

[Joe] Than k you , Fran ky. That was close.

Get ready to make a ru n for it.

You 're only going to have one shof at this.

Fran ky, what are you doi ng? Th is is no ti me to show off.

-[Pol ly] She's head i ng straig ht for it. -On my mark.

-[J oe] She's goi ng to ram it. -[Pol Iy] It's s u icide.

Fran ky, pu l l u p.

Th ree.

Pu I I u p, Fran ky.

Two.

One.

[Fran ky] You're al I clear.

Good luck, Joe.

Than k you , Fran ky. We' l l take it from here.

She's some ki nd of g i rl .

Yes, I know.

I'm taki ng us u p.

[wi Id I ife ch i rpi ng , ch itteri ng]

[i ntrig u i ng m usic]

What?

[Ieaves cru nch]

[an i mal twitters]

[Pol ly] What is it?

[Joe] One of Toten kopf's creatu res.

[an i mal cal ls]

You 're not gon na photog raph that?

I've on ly got two shots Ieft.

Who knows what's waiti ng for us out there.

Su it you rself.

There's a cleari ng u p ahead . Toten kopf can't be far.

[roari ng]

Ru n .

Oh !

There.

Pol ly!

Oh , g reat.

Come on !

Pol ly!

[Joe] Come on !

Are you mad?

Are you com pletely i nsane?

You cou Id have gotten you rself ki l led !

[sn iffles]

Oh ...

-It's okay. -No, it isn't.

-I d id n't mean -- -I shot the g rou nd !

What?

When we were ru n n i ng, I shot the g rou nd .

[laug h i ng]

It isn't fu n ny.

I on ly have one s hot Ieft.

One shot!

[J oe conti n ues ch uckl i ng]

[Joe] Oh ...

What is it with you and that stu pid camera, anyway?

You gave it to me.

You don't even remem ber, do you ?

You were flyi ng with the American vol u nteers

i n Nanj i ng ,

I was coveri ng the evacuation of Shang hai .

I remem ber.

J oe, I wan na ask you someth i ng

and I want you to tel I me the truth .

I don't care one way or the other, I swear.

I j ust need to know.

The g i rl i n N anj i ng was Fran ky, was n't it?

-Pol Iy. -How Iong were you seei ng her?

Look me i n the eyes.

I never fooled arou nd on you .

Never.

I sabotaged you r plane.

-Th ree months . -I knew it!

I can't bel ieve I ever trusted you , you lousy--

[mach i nery ru m bl i ng]

He's here.

[Pol Iy] Ooh !

You al I rig ht?

Th roug h there.

[clan ki ng]

[gasps]

Th roug h there.

[bats screech i ng]

[tense m us ic]

[majestic m us ic]

[elephant tru m pets]

[I ion g rowls]

[mon keys screech]

My God , J oe.

It's an ark.

He's bu i Id i ng an ark.

What are you doi ng?

You honestly th i n k

you're gon na fi nd someth i ng more i m portant

than every si ng Ie creatu re on Earth bei ng led two by two

i ns ide a g iant rocket s h i p?

I m ig ht.

-Li ke what? -I'I I know when I see it.

[mach i nery g ri nds]

[mon keys screech i ng]

[voice on PA speaks i nd isti nctly]

[voice on PA] Ten minutes fo liftoff.

They've started the cou ntdown .

We have to fi nd Toten kopf.

[voice on PA s peaks i n French]

You've got a g ift.

Oh !

-[Pol ly and J oe] Dex! -H u rry, get i n !

[speaki ng German]

Are you al l rig ht? How d id you fi nd us?

We escaped i nto the tu n nels once the cou ntdown started .

Some of the scientists were caug ht.

They d id n't make it.

The mach i nes that were g uard i ng us

are Ioad i ng everyth i ng on th is is land i nto that sh i p.

We've got about ten m i n utes

to stop that th i ng from blasti ng off.

Dex! Get us out of here !

[g ru nts]

[tri u m phant m usic]

Good boy, Dex.

Than ks, Cap.

Who are they?

They're U n it 11 .

[Dex] Or what's Ieft of them .

They were broug ht here to fi n ish what they started 30 years ago.

Fi n ish what?

Tel I them .

Toten kopf bel ieved that h u man ki nd

was doomed to exti nction ,

so he proposed the u nth i n kable :

To bu i Id a vessel that wou ld carry

the bu i ld i ng blocks

of a new civi I ization i nto s pace.

[Dex] He used h is mach i nes to col Iect speci mens

representi ng al I l ife on Earth .

What Toten kopf cal Ied "The World of Tomorrow. "

Those vials that Dr. Jen n i ngs gave me,

what were they?

Adam and Eve.

Toten kopf's masterpiece.

Seeds of a tech nolog ical utopia.

We sm ugg Ied them off th is island ,

knowi ng Toten kopf wou Id never Ieave without them .

But now that he has them agai n ,

there is noth i ng Ieft to keep h i m here.

[J oe] Then Iet h i m go.

Let h i m go where he can't harm anyone.

N o, no, no, that sh i p m ust never leave th is Earth .

Why? What haven't you told us?

[Dex] When the rocket reaches 1 08 ki Iometers,

at the edge of space,

Earth wi I l be i nci nerated .

How do we stop it?

[Dex] On Iy Toten kopf can stop it now.

But we've never been al lowed near h i m .

He's too wel I g uarded even to be seen .

Where is he?

We're on ou r way, Cap.

Good boy, Dex.

[wh isperi ng] Carefu I . Carefu l .

[Dex] H u rry, they'l l be com i ng for us .

[klaxon sou nds]

[man speaki ng German over PA]

Th roug h there. That's the on Iy way i n .

[Vargas] You see, there is no way past them .

[voice on PA s peaks i n French]

Five m i n utes, J oe.

-[voice on PA] Five minutes to-- -Wait here.

-[Vargas] You'I l be ki I Ied . -[man m utters i nd isti nctly]

[Dex] He knows what he's doi ng .

I th i n k.

Hey, that's my g u n !

-Dex? -Try s haki ng it.

We m ust h u rry.

[speaki ng German]

Doctor, stop !

[scream i ng]

Who dares come hefore me ?

Who dares enter fhis place ?

Whaf has hegun cannot he stopFed.

The time for this world is over.

Toten kopf.

Hel lo, doctor.

Why are you doi ng th is?

I have heen witness to a world consumed hy hatred

and hent on self-destruction.

Watched as we have taken what was to he a Faradise

and failed in our resFonsihilities

as its steward.

I know now

that fhe course the human race has set for itself

cannof he changed.

I am the last, desperate chance

for a doomed planet.

Now, leave this Flace

or die!

Is it safe?

Wel I , there's on Iy one way to fi nd out.

I meant th row someth i ng .

He's not here.

We're too Iate.

These are h is personal papers.

[Vargas] He wou Id never leave without them .

He m ust sti l I be here.

-We m ust fi nd h i m . -[J oe] I fou nd h i m .

[Pol ly] It's i m possi ble.

It can't be.

[Dex] The last entry i n h is jou rnaI

was made on October 11 , 1 91 8.

He d ied over 20 years ago.

We've been chasi ng a g host.

[mach i nery wh i rrs]

[voice on PA] Three minutes to liftoff.

[voice on PA speaks i n German]

[Dex] They never stopped .

They're fi n ish i ng what they were prog ram med to do.

Don't you see?

Th is enti re island is Toten kopf.

Every wi re, every gear.

He's fou nd a way to cheat even h is own death .

So how do we ki I I

somebody who's al ready dead ?

[rocket ru m bl i ng]

-[Joe] How do I stop it? -[Vargas] N oth i ng can stop it now.

There m ust be some way.

H is mach i nes wou ld never al low it.

Leave the mach i nes to me. Dex, show me what to do.

[scientist speaki ng German]

[Dex] If you can cut the Iead i n the system term i nal ,

it s hou Id create a short...

[speaki ng German]

...wh ich wi I I ig n ite the fuel l i ne

before the booster eng i nes can fi re

and destroy the atmosphere.

That's it?

That's al l I have to do?

The term i nal's on board the rocket.

You won't have ti me to escape.

Contact Fran ky as soon as you're off the is Iand .

S he'l I know exactly what to do.

What are you tal ki ng about? I'm goi ng with you .

Not th is ti me.

We had a deal .

You're not gon na Ieave me now,

j ust when th i ngs are getti ng i nteresti ng .

I won't Iet you .

I wis h we had more ti me.

And I on Iy hope, one day, you can forg ive me.

[romantic m us ic]

[romantic theme ends abru ptly]

Take care of her, Dex.

Good l uck, Cap.

[klaxon sou nds]

[voice on PA speaks German]

[ru m bl i ng]

One minute to liftoff.

[voice on PA s peaks French]

[J oe] We meet agai n , my mysterious friend .

How do you wan na do th is?

[eng i nes power u p]

[cracks neck bones]

[Joe] Oh ...

Oh ...

Oh !

[Pol Iy wh istles]

[Joe] N ice s hot, Pol ly.

[g ru nti ng]

What took you so Iong?

[J oe] She's a mach i ne.

[J oe Iaug hs]

[voice on PA] Ten seconds to iiftoff.

Nine...

eight...

seven...

six...

five...

four. ..

[doors wh i rri ng]

... one.

[cow moos]

[cow moos]

[an i mals bleati ng and screech i ng]

We've gotta get those an i mals off the sh i p.

[voice on PA] Ninety kilometers to hooster ignition.

There's no ti me.

That's ou r on Iy way across.

Eighty kilometers to hooster ignition.

[alarm buzzes]

Danger/ Danger! Danger! cargo release imminent!

What d id you do now?

Come on !

Seventy kilometers to hooster ignition.

8ixfy kilometers to hooster ignition.

H old on !

Please ! Don't touch anyth i ng else !

[Pol Iy] There's no ti me. We' l l never make it.

Fifty kiiometers to hooster ignition.

[Joe] Ru n !

Forfy kilometers to hooster ignition.

[Dex]come in, Manta station. Do you read me ?

Thirty kilometers to hooster ignition.

Fran ky, it's Dex. Do you read me?

[alarm beepi ng]

[alarm beepi ng q u ickens]

[Pol Iy] It d id n't work.

Twenty kilometers to hooster ignition.

Joe, you're ru n n i ng out of ti me.

You've gotta do someth i ng .

[Toten kopf] And God saw

fhat the wickedness of man

was great in the earfh...

He th i n ks he's God .

And God said unto Noah, the end...

-Sh ut u p ! -[Toten kopf conti n ues]

Ten kilometers to hooster ignition.

Nine...

...eight...

...seven. ..six...

Why won't you d ie?

-[electricity crackl i ng] -Five kilometers fo hooster ignition.

Four...

... three...

... two...

-... one. -[electricity crackl i ng]

[both g ru nt]

Warning. 8ystem failure.

Boosfer malfunction.

Danger. Danger.

Danger.

Warning. 8ystem failure.

-Boosfer malfunction. -Look!

Danger. Danger.

[Pol ly] What is it?

It m ig ht be ou r way out of here.

I see them , Commander.

Ready assau It teams.

AI l hands on deck.

[tri u m phant m usic]

One s hot.

You got you r story.

[camera sh utter cl icks]

Pol Iy.

-You -- -It's al I rig ht.

You don't have to say anyth i ng .

Lens cap.

[d ramatic flou ris h]

[g rand m usic]

Somewhere

Over the rai n bow

Way u p h ig h

There's a Iand

That I heard of

Once i n a I u l Iaby

Somewhere

Over the rai n bow

Skies are bl ue

And the d reams

That you dare to dream

Real Iy do come true

Someday I' l l wish u pon a star

And wake u p Where the clouds are far

Beh i nd me

Where trou bles Melt I i ke lemon d rops

Away above the ch i m ney tops

That's where

You'I l fi nd me

Somewhere

Over the rai n bow

BI uebi rds

Fly

B i rds fly

Over the rai n bow

Why, then

Oh , why

Can't

I ?

If

Happy

Little bl uebi rds fly

Beyond the rai n bow

Oh , why

Oh , why

Can't

I?

[d ramatic m usic]