"Attention." "Please prepare for docking procedure." "Miss Perkins." "They didn't leave a name." " Said it was important." " Thank you." "I don't like this business you're getting yourself into." "Mr. Paley." "You know what a careful girl I am." "you don't hear." " I'm late for a movie." " I don't like it when you smile at me." "You don't like my smile?" "I don't like what's behind it." "probably dead." "Somebody out there means business." "I don't want you in the middle of it." "Mr. Paley." "I'll bring you some popcorn." "I have a feeling we're not in Kansas anymore." "We must be over the rainbow." "You sent me this?" "Who are you?" "Mr...?" " Doctor." "Dr. Walter Jennings." "I'm a research chemist." "I specialize in nucleic-acid emissions." "The bonding enzymes in proteus molecules which" "The missing scientists." "You said you knew who was next." "I-- doctor." "I was one of seven scientists chosen to serve in a secret facility stationed outside of Berlin before the start of the First World War." ""Unit 11." "We agreed never to discuss what went on behind those doors." "The things we were made to do there..." "Terrible things." " I shouldn't have come." " Now I know we're not in Kansas." "Are you a good witch or a bad witch?" "you said you knew who was next." "Yes." "Don't you see?" "doctor?" "Me." "He's coming for me." "Who?" "Who's coming?" "Totenkopf." "It's Totenkopf." "There!" "attention." "New York City must be evacuated at once." "Proceed in an orderly manner to the East River Drive." "All members of the police and fire department on leave or off duty shall report immediately to their precincts or company command." "This is urgent." "Polly." "What's going on?" "They're calling for midtown to evacuate." "I don't have much time." "I need you to dig up anything you can on a Dr. Walter Jennings and someone named Totenkopf." "anything you can find." "It's important." "Totenkopf." "Who is he?" "He may have something to do with the missing scientists." "Quick as you can." "listen to me." "I want you to get out of there." "close your notepad and get the hell out of there." "Wait a minute." "I can see something now coming into sight above the Palisades." "They're crossing Sixth Avenue." "Fifth Avenue." "They're a hundred-- They're a hundred yards away." "Polly." "Polly!" "my God." "Polly!" "Polly!" "Polly!" "Stop!" "Come back!" "Fire!" "Get out of here!" "They've broken through the perimeter." "Send reinforcements." "Send everything you've got!" "Sky Captain." "Sky Captain." "90206." "do you read?" "Sky Captain." "90206." "do you read?" "Sky Captain." "This is Sky Captain." "I'm on my way." "Polly." "Joe." "Further details of the attack continue to pour in." "The central portion of the city is blacked out from radio communication due to damaged power lines and electrical failure." "French and German news agencies now confirm the attack was not limited to the city." "The BBC is reporting that a steel mill in Nuremberg was virtually excavated by what witnesses describe as a mechanized tornado." "News agencies in Paris and Madrid speak of strange burrowing machines" "robbing entire communities of their coal and oil reserves." "world leaders must once again call upon the elite mercenary forces of Sky Captain and his army-for-hire to uncover the meaning of these mysterious events." "Where's Dex?" "Shazam." "I thought you said this thing was big." "Can I have it?" "and I'll buy you one for Christmas." "I need to show you something." "I recorded this signal just before the first machine appeared." "I didn't think anything of it until I played it back. but the syntax is more complex than that." "There's a sub-carrier hidden in the lower frequency." "I think it's being used to control them." "could you track it?" "yeah." "Dex." " Thanks." "see what you can do with that thing." "Find out what makes it tick." "do you?" " I don't mind." "Dex." "Who sent it here." "Switch to map coordinate 69 SW by 49 E." "Tummy ache?" "Joe?" " Miss me?" " Get out." "it's nice to see you too." "Dex said you might be in a mood." "Dex?" "Get in here!" "are you?" "Can't even remember what we were fighting about." "You sabotaged my plane." "Right." "I spent six months in a Manchurian slave camp because of you." "I didn't sabotage your damn airplane." "All so you could get a photograph of Tojo Hideki remember?" "I'm starting to think that you've invented this whole sabotage nonsense to cover the fact that you were running around on me with your little mystery girl the whole time we were in Nanjing." "Never happened." "All in your imagination." "Joe?" " What was her name?" " That's enough." "What are you gonna do?" "Shoot me?" "great." "We all made up." "Polly." "Dex." "shoot her." "Dex." "I know." "Okay." "anyway." " Where did you get that?" " There's more where this came from." "Lots more." "Joe." "And you're gonna help me get it." "Cap." "Maybe she can help." "Show me what?" "Show me what?" "My God." "What is this?" "Where do they come from?" "They started appearing three years ago in remote areas." "We managed to keep it a secret until now. and then they disappear without a trace." "Three years and we still can't explain what they want or who's sending them here." "a scientist." "He was terrified." "Said someone was coming for him." "and he repeated one name:" "Totenkopf." "He nearly went white when he said it." "who is he?" "He's the invisible man." "I've been through every library record twice looking for anything." "I've called every contact I have from Paris to Bangkok." "This is the only thing I could dig up." "He ran some kind of secret science unit outside of Berlin before the start of World War I." "Something called Unit 11." "It's been more than 30 years since anyone has spoken his name." "Until today." "Note the insignia he used for the unit." "It matches the markings on all of these machines." "where is he now?" "Joe?" "Nothing gets published until I say so." "You don't write a sentence or take a photograph without asking me first." "Understood?" "Understood." "What?" "I missed you." "by the way." "Were you down there?" "You missed me too." "How nice." "This is it." "This is Jennings' lab." "Dr. Jennings?" "It's Polly Perkins." "Dr. Jennings!" "It's locked." "That window there." "I may be able to get in through that window if I can attach a line..." "It's open." "We're too late." "Someone beat us here." "Polly no more games." "What the hell is going on?" "I was hoping you could tell me." "Dr. Jennings!" "You must stop him!" "Stay here." "Stop!" "I don't wanna hurt you." "doctor." " I'm going to get you some help." " You must promise." "the countdown will begin." "doctor." "Find what?" "Promise." "He's dead." "I think I found something." "Dr. Jennings had this with him this morning at the theater." " I'd better get back to the base." " I'm coming with you." "Of course you are." "Reconnaissance picked up something on radar traveling at over 500 knots and coming straight for us." " How long before they reach us?" " There!" "Get my plane ready." "I'm going up." " What are you doing?" " I'm coming with you." "Don't be stupid." "Remember what happened last time you flew with me?" "Polly." "Joe." "and we had a deal!" "go!" "Get in." "There you are." "I'm a little busy." "Dex." "don't shoot!" "didn't you?" "the signal's coming from one of those machines." "You gotta keep them in one piece." "Dex?" "There's no way of telling." "It could be any one of them." "Dex." "I'm losing the signal." " It's heading for the city." "Don't let it get away." "I need you to bounce that signal back to me." "we may never get it back." "Dex." "I'll let you know." "Out." "I want a full-spectrum sweep of every incoming signal." "Amplify any variant frequency cycle and route them to me." "They've come back for the generators." "Who is this guy?" " You okay?" " Great." "There's a bottle of Milk of Magnesia under the seat if you need it." " I'm fine." " You don't look so good." "Pull up!" " Joe!" " I see it!" "It's getting away." "Dex." "Sit tight." "Polly." "There's a shortcut down Broadway." "You can catch him on 42nd Street." "I know these streets like the back of my hand." "Go left!" "Hey!" "now go straight." "go right!" " When?" "Back there." "I could use a little more warning next time." "Go left!" "Dex." "We're getting clobbered up here." "I've almost got it." "Joe!" "Dex!" "We can't hold them off any longer!" " I'm almost there." " We have to evacuate now!" "Go ahead without me." "I'm right behind you." "turn left at the drugstore." " Left again." " We're going around in circles." "Will you just trust me?" "Go left!" " It's a dead end." " That's not supposed to be there." "It's a dead end!" "There's no way out!" "bugger." "Joe!" " There's the lead ship." " Shortcut!" "didn't I?" "that's all I need." " Thirty seconds." " Plus or minus." "buy us some time." "Over." "Still glad you came?" "I found it!" "Joe!" "come in." "Where is it?" "Dex." "Are you there?" "Dex?" "do you read me?" "are you there?" "I can't outrun them much longer." "Hold on." "what are you doing?" "You're heading straight down!" " You're gonna kill us!" " I know what I'm doing." "Just hold on." "We're going too fast." "We're not gonna make it." "you have to pull up!" "Pull up!" " We went underwater." " Dex rigged it up." "Got the idea from one of his comic books. and you let me think we were gonna crash?" "I thought we were gonna die!" "You should have said something!" "not mine." "that's not my fault." "I can take it." " I can take anything you dish out." " Good." "Because that was nothing." "come in." "Do you read me?" "Dex?" "Copy." "Dex!" "Dex!" "Dex." "They're everywhere." "look out!" "Dex!" "Why would Totenkopf do this?" "Why Dex?" "It doesn't make any sense." "He was looking for something." "Dex said he knew where the transmission was coming from." "He must have got too close." " He was trying to tell me something" " Joe." "Dex." "These journals belong to Dr. Vargas." "He must have passed them on to Dr. Jennings before his disappearance." " My God." " What?" "Totenkopf was awarded his first patent when he was 12 years old." "he had already received two doctorates and was one of the most highly regarded minds of his day." "ominous rumors began circulating." "Whispers that Totenkopf had begun work on what was darkly hinted to be a doomsday device. his whereabouts remain a mystery. an assassin who controls his machines." "She's the one who took Dex." "What else?" "These are Unit 11 supply logs." "This is everything he's used his machines to collect including generators from the city." "It reads like a shopping list from all over the world." "doctor?" "Joe." "Dex can look after himself." "We'll find him." "My old friend Joe." "Kaji." "Kaji." "This is Polly Perkins." "She'll be coming with us." "Nice to meet you." "they're inside." "Did you get a little something for me?" "just like you asked." "it's been so long." "how's your Tibetan?" "I'll show you the maps." " How well do you know him?" " Kaji?" "He's old legion." "Reconnaissance." "Why?" "I don't trust him." "he said the same thing about you." "Here." "Get changed." "Your clothes stay behind." "You won't be needing high heels where we're going." "this valley north of Karakal." "This is where the transmission originated." "Why is there no writing here?" "What is this place?" " Shambhala." " You know it?" "It is forbidden." "Tibetan magic." "Those who live there are said to have supernatural powers." "can't you?" "No one has ventured this far." "It's very dangerous." "Shambhala is said to be protected by the priests of the Kalachakra lamasery." "they will kill us." "Why?" "Why is this place so special?" "it is Eden." "it was Empurios." "You may know it as Shangri-la." "we must go now." "I need to send a message." "this may be the last message you receive from me." "We've tracked a radio signal to Nepal in search of Dr. Totenkopf." "The story grows stranger at every turn." "I don't know." "I fear time is running out." "I'll be back soon with Dex and the story." "I hope." "Polly Perkins." "This is where civilization stops." "A blank on the map." "We must be careful from here." "Hurry." "What is it?" "It looks like a mining outpost." "Something bad happened here." "Seems to be abandoned." "Tell your men we're heading down." "I want a closer look." "Joe?" "Uranium." "The whole mine's contaminated." " We can't stay here." " Let's go." "Where's Polly?" "Polly!" "Miss Perkins?" "We'll have to split up." "Polly!" "Let her go." "Give me the vials and the girl will live." "What vials?" "What are you talking about?" "I will not ask a second time." "Drop the gun." "I don't know what you're talking about." "You'll just have to kill us." "As you wish." "Wait!" "Wait." "Wait." "Joe." "my friends." "Your journey ends here." "Joe." "You have to believe me." " What was in those vials?" " I don't know." "Joe." "Dr. Jennings gave them to me just before he died." "He said that the world would end and the countdown would begin if Totenkopf got his hands on them." "You've done nothing but lie to me from the beginning." "I'm a liar." "But I don't exaggerate." "That is what he said." "That was what Totenkopf was looking for." " That's why he took Dex." " I'm sorry." "I never meant for any of this to happen." "Do you hear that?" "Dynamite." "That noise again." "Move!" "What are you doing?" "Come on!" "great." "We're safe." "this may be our last moment together." "There's something I need to ask you." "Joe?" "Did you cut my fuel line?" "Damn it!" "I didn't sabotage your lousy airplane!" "Our last moments on earth and this is all you have to say to me?" "Could we just for once die without all this bickering?" "There you are." " Why did you lock the door?" " Run!" "My film." "leave it!" "There's no time!" "Polly." "Polly." "My clothes." "What are you doing in here?" "Get out." "Get out!" "Not unless you have some pants hidden under there for me." "don't tell me you're" " Naked." "Joe." "Where are we?" "What happened to us?" "Where are our clothes?" "Stop looking at me like that." "Like what?" "Joe." "I'm serious." "Turn around." "Joe." "Ask him what he did with our clothes." "The clothes are burned." "Burned?" "Why?" "He says the mine is poisonous." "Our clothes were infected." "He says he's arranged for a guide to lead us back down the mountain." "He will take us there once we are dressed." "We appreciate that." "But explain to him we are here to find a man." "He says we must leave before it is dark." "There's nothing more he can do for us." "It's very important we find this man." "His name is Totenkopf!" "what do you want with this man?" "I've come to kill him." "And to find my friend." "He says he will help you." "What do you think?" "I think they burned the wrong clothes." "You said I couldn't bring anything else." "I think you look like a woolly mammoth." "They're waiting for us. but the mine was poisonous." "Those who did not die right away were brought here for him to study." "Where is Totenkopf now?" "many years ago." "I can't believe this is happening." "I only have two shots left." "We're in Shangri-la and all I have is two shots." "Everything I had was in that bag." "You should have let me go back for my film." "I should have." "So where's he taking us?" "To meet the only living survivor of Totenkopf's experiments." "What experiments?" "where is Totenkopf?" "Tell him it's important we find him." "He wants to know why." "Why do you seek Totenkopf?" "To make him pay for what he has done." "His staff." "He's asking for his staff." "follow Rana." "The staff will lead you there to Totenkopf." "Rana?" "Is there such a place?" "you must help him." "Of course." "Anything." "What do you want?" "Kill me." "like a ruler." "And there's a moon and a star." "And all I ask is a tall ship and a star to steer her by" "A star." "he was talking about a star!" "Rana is a star." "Ancient sailors used to navigate by using the night sky." "They could determine their position by the moon and the stars. latitude tables that required a key to decipher them." "The key was called Jacob's staff." "This has to be the key!" "You mean this could really work?" "You could really find Totenkopf with this thing?" "We do things a little different nowadays." "All we needed to know was where to look." "What's the date?" " March 2." " March 2." "Using Karakal Plateau as our assumed position..." "March 2..." "Rana is at latitude 20.40." "43 minutes." "minus 10.60." "There's nothing there." "Are you sure you did it right?" "I'm sure." "that's where Totenkopf is now." "Dead center in the middle of nowhere." "What's that point there?" "That's where we run out of fuel." "great." "So how do we get there?" " Franky." " Who?" "Frank Cook." "An old buddy of mine." "Runs a mobile reconnaissance outpost for the Royal Navy." "I may be able to arrange a rendezvous at these coordinates." "And what if they don't get the message?" "Franky's never let me down." "They'll be there." "They'll be there." "Is that light supposed to be on?" "everything's fine." "aren't we?" " Buckle up." "do you read me?" "Franky?" "What are you doing?" "You can't land this in the middle of nowhere." "I'm not." "I'm landing it on that." " What is it?" " It's a mobile airstrip." "Dex had a hand in designing it." "Polly?" "Yeah." "I can keep a secret." "Two shots." "Permission to land on platform 327." "Maintain your present course." "327." "captain." "Joseph Sullivan." "I was sure you'd be dead by now." "Franky." "This had better be important or one of us is in trouble." "It's important." "What is that?" "You be nice." "meet Polly Perkins." "Polly Perkins." "I've heard so much about you." "It's a pleasure to finally meet the competition." "Joseph? or at least you were last time-- we're tracking six enemy submersibles bearing 30 degrees northwest." " Who wants to kill you now?" " Man your battle stations." " All hands on deck." " Follow me." "000 feet and deploy countermeasures." "commander." "Reconnaissance located an island 3 kilometers northeast of our current position." "on any of our charts." " That has to be him." " That has to be who?" "Joseph?" "Franky." "try not to touch anything." "mark 4." "Closing fast." " Give me a visual." " Launching radio imager." "We're receiving a signal." "On-screen now." "Totenkopf." "we've lost power to the forward rotors." "We're losing altitude." "reverse full." "Get us out of here." "you've got to get me on that island." "I'm not about to risk the lives of my men for one of your silly antics." "He's got Dex." "Rescind order!" "You'll never make it from the air." "We have to find you another way." "There's a tidal flow on the eastern face of the island." "It's too deep." "We're not rated past 300 meters." "But... there's an undersea inlet at the southern tip and it runs beneath the entire length of the island." "That is your only way in." "Everything else is sheer rock to the edge of the water." "What about those machines?" "How do we get past them?" "Leave that to me." "Alert the amphibious squadron." "Report to main station carrier." "What?" "Nanjing?" "Polly." "You'll have to speak up." "Joseph." "You always were bad at the short takeoff." "Franky." "I don't wanna have to come back for you." "I thought your takeoff was just fine." "Polly." "did you?" "impact in ten seconds." "Switching to amphibious mode. one." "Franky." "don't you?" "We had the target buttoned up and he was jinxing in the flak." "thinks he's taken a hit." " And started yelling:" " "Protect the rabbits!" - "Protect the rabbits!"" " "Protect the rabbits!" - "Protect the rabbits!"" "600." "Look sharp." "watch out!" "there's the inlet." " I see it." "Get ready to make a run for it." "We're about to clear you a path." "Polly." "Hold on. arm cluster torpedoes and stick close to element formation." "Fire." "Joseph!" "Pull up!" "it's still alive." "Disengage." "Do you hear me?" "Disengage." "Do you hear me?" " What is it?" " Do you hear me?" "Pull up!" " The rudder's jammed." "I can't steer." " Joseph!" "Disengage!" "Franky." "That was close." " Get ready to make a run for it." "You're only going to have one shot at this." "what are you doing?" "This is no time to show off." " She's heading straight for it." " On my mark." " She's going to ram it." " It's suicide." "pull up." "Franky." "Two." "One." "You're all clear." "Joe." "Franky." "We'll take it from here." "She's some kind of girl." "I know." "I'm taking us up." "What?" " What is it?" " One of Totenkopf's creatures." " You're not gonna photograph that?" " I've only got two shots left." "Who knows what's waiting for us out there." "Suit yourself." "There's a clearing up ahead." "Totenkopf can't be far." "Run." "There." "Polly!" "great." "Come on!" "Polly!" "Come on!" "Are you mad?" "Are you mad?" "Are you completely insane?" "You could have gotten yourself killed!" "it isn't." " I didn't mean" " I shot the ground! I shot the ground." "It isn't funny." "I only have one shot left." "One shot!" "anyway?" "You gave it to me." "do you? I was covering the evacuation of Shanghai." "I wanna ask you something and I want you to tell me the truth." "I swear." "I just need to know." "wasn't it?" " Polly." " How long were you seeing her?" "Look me in the eyes." "I never fooled around on you." "Never." "I sabotaged your plane." " Three months." " I knew it!" "you lousy" "He's here." "You all right?" "Through there." "Through there." "Joe." "It's an ark." "He's building an ark." "What are you doing?" "You honestly think you're gonna find something more important than every single creature on Earth being led two by two inside a giant rocket ship?" "I might." " Like what?" " I'll know when I see it." " Ten minutes to liftoff." " They've started the countdown." "We have to find Totenkopf." "You've got a gift." "get in!" "springt!" "Are you all right?" "How did you find us?" "We escaped into the tunnels once the countdown started." "Some of the scientists were caught." "They didn't make it." "The machines that were guarding us are loading everything on this island into that ship." "We've got about ten minutes to stop that thing from blasting off." "Dex!" "Get us out of here!" "Dex." "Cap." " Who are they?" " They're Unit 11." "Or what's left of them." "They were brought here to finish what they started 30 years ago." "Finish what?" "Tell them. so he proposed the unthinkable:" "To build a vessel that would carry the building blocks of a new civilization into space." "He used his machines to collect specimens representing all life on Earth." "What Totenkopf called "The World of Tomorrow." "what were they?" "Adam and Eve." "Totenkopf's masterpiece." "Seeds of a technological utopia. knowing Totenkopf would never leave without them." "there is nothing left to keep him here." "Then let him go." "Let him go where he can't harm anyone." "that ship must never leave this Earth." "Why?" "What haven't you told us?" " Earth will be incinerated." " How do we stop it?" "Only Totenkopf can stop it now." "But we've never been allowed near him." "He's too well guarded even to be seen." "Cap." "Dex." "Careful." "Careful." "they'll be coming for us." "Through there." "That's the only way in." "there is no way past them." "Joe." " Wait here." " You'll be killed." "He knows what he's doing." "I think." "that's my gun!" " Dex?" " Try shaking it." "you idiot!" "stop!" "Who dares come before me?" "Who dares enter this place?" "What has begun cannot be stopped." " The time for this world is over." " Totenkopf." "doctor." "Why are you doing this?" "I have been witness to a world consumed by hatred and bent on self-destruction." "Watched as we have taken what was to be a paradise and failed in our responsibilities as its steward." "I know now that the course the human race has set for itself cannot be changed." "desperate chance for a doomed planet." "leave this place or die!" "there's only one way to find out." "I meant throw something." "He's not here." "We're too late." "These are his personal papers." "He would never leave without them." "He must still be here." " We must find him." " I found him." "It's impossible." "It can't be." "1918." "He died over 20 years ago." "We've been chasing a ghost." "Three minutes to liftoff." "They never stopped." "They're finishing what they were programmed to do." "every gear." "He's found a way to cheat even his own death." "So how do we kill somebody who's already dead?" " How do I stop it?" " Nothing can stop it now." " There must be some way." " His machines would never allow it." "show me what to do. it should create a short which will ignite the fuel line before the booster engines can fire" " and destroy the atmosphere." " That's it?" " That's all I have to do?" " The terminal's onboard the rocket." "You won't have time to escape." "Contact Franky as soon as you're off the island." " She'll know exactly what to do." " What are you talking about?" " I'm going with you." " Not this time." "We had a deal." "just when things are getting interesting." " I won't let you." " I wish we had more time." "you can forgive me." "Cap." "One minute to liftoff." "my mysterious friend." "How do you wanna do this?" "Polly." "What took you so long?" "She's a machine." "Ten seconds to liftoff." "Nine eight seven six five four..." "We've gotta get those animals off the ship." "Ninety kilometers to booster ignition." "There's no time." "That's our only way across." "Eighty kilometers to booster ignition." "Danger!" "Danger!" "Danger!" "Cargo release imminent!" "What did you do now?" "Come on!" "Seventy kilometers to booster ignition." "Sixty kilometers to booster ignition." "Hold on!" "Please!" "Don't touch anything else!" "There's no time." "We'll never make it." "Fifty kilometers to booster ignition." "Run!" "Forty kilometers to booster ignition." "Manta station." "Do you read me?" "Thirty kilometers to booster ignition." "it's Dex." "Do you read me?" "It didn't work." "Twenty kilometers to booster ignition." "you're running out of time." "You've gotta do something." "And God saw that the wickedness of man was great in the earth... the end..." "Shut up!" "Ten kilometers to booster ignition." "Nine eight seven..." " ...six..." " Why won't you die?" "Five kilometers to booster ignition." "Four three two one." "Warning." "System failure." "Booster malfunction." "Danger." "Danger." "Danger." "Warning." "System failure." " Booster malfunction." " Look!" "Danger." "Danger." " What is it?" " It might be our way out of here." "commander." "Ready assault teams." "All hands on deck." "One shot." "You got your story." "Polly." " You..." " It's all right." "You don't have to say anything." "Lens cap."