Attention. Please prepare
for docking procedure.
There's a package for you,
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.
I'll be just fine, Mr. Paley.
You know what a careful girl I am.
I move my mouth, words come out,
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.
Listen, Polly, six scientists are missing,
probably dead.
Somebody out there means business.
I don't want you in the middle of it.
It's only a movie, Mr. Paley.
I'll bring you some popcorn.
Toto, I have a feeling
we're not in Kansas anymore.
We must be over the rainbow.
You sent me this?
Who are you?
- What's this all about, 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.
Yes, I...
I have a deadline to meet, 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.
It was known only as Einheit Elf,
"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?
Doctor, you said you knew
who was next.
Yes.
Don't you see?
- There is only one left.
- Who? Who is it, doctor?
Me.
He's coming for me.
Who? Who's coming?
Totenkopf.
It's Totenkopf.
There!
All citizens, 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.
- Editor Paley.
- Mr. Paley, it's me, Polly.
What's going on? They're calling
for midtown to evacuate.
Listen, Mr. Paley,
I don't have much time.
I need you to dig up anything you can
on a Dr. Walter Jennings
and someone named Totenkopf.
An address, a phone number,
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.
Polly, listen to me.
I want you to get out of there.
I want you to put the phone down,
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!
Oh, 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!
Emergency protocol 90206. Calling
Sky Captain. Come in, Sky Captain.
Repeat. Calling Sky Captain.
Come in, Sky Captain.
This is an emergency
protocol, 90206.
Calling Sky Captain.
Sky Captain, do you read?
Calling Sky Captain.
Come in, Sky Captain.
This is an emergency
protocol, 90206.
Calling Sky Captain.
Sky Captain, do you read?
Repeat. Calling Sky Captain.
Come in, 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.
Cables received from English, 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
rising from the ground,
robbing entire communities
of their coal and oil reserves.
Meanwhile, with military resources
stretched thin across the globe,
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?
You find out where it came from,
and I'll buy you one for Christmas.
Oh, 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.
- Morse code?
- See, that's what I thought at first,
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.
If it shows up again,
could you track it?
I can try, yeah.
- Good boy, Dex.
- Thanks.
In the meantime,
see what you can do with that thing.
Find out what makes it tick.
- You don't mind, do you?
- I don't mind.
I wanna know where it comes from,
Dex. Who sent it here.
Switch to map coordinate
Tummy ache?
How you been, Joe?
- Miss me?
- Get out.
Well, it's nice to see you too.
Dex said you might be in a mood.
Dex?
Get in here!
It's been three years, Joe.
You're not still mad at me, 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.
- They were gonna cut off my fingers.
- Joe,
for the last time, I didn't sabotage
your damn airplane.
All so you could get a photograph
of Tojo Hideki
in his bathrobe, remember?
You know, 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.
Who was she, Joe?
- What was her name?
- That's enough.
What are you gonna do?
Shoot me?
Oh, great. We all made up.
It's been a pleasure, Polly.
Let's do it again in ten years.
Escort Miss Perkins off the base, Dex.
If she resists, shoot her.
- Hi, Polly.
- Hi, Dex.
- I gotta...
- It's okay, hon, I know.
Okay.
It's just as well. I guess you wouldn't
have been interested in this, anyway.
- Where did you get that?
- There's more where this came from.
Lots more.
- I want that blueprint, Polly.
- I want this story, Joe.
And you're gonna help me get it.
Maybe we should show her, 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.
They show up without warning,
they take what they need,
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 man came to see me today,
a scientist.
He was terrified.
Said someone was coming for him.
I asked him who he was so afraid of,
and he repeated one name:
Totenkopf.
He nearly went white
when he said it.
Totenkopf, 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.
The scientist, where is he now?
We're in this together, right, 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.
Thanks for saving my life today,
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.
All right, 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.
- Miss Perkins.
- I'm here, doctor.
- I'm going to get you some help.
- You must promise.
If Totenkopf finds them,
the countdown will begin.
- This world shall end.
- I don't understand, 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?
- We had a deal.
- This is not a game, Polly.
- People are gonna die.
- You are not leaving me, Joe.
Not this time. This is my story,
and we had a deal!
Go, go, go!
Get in.
There you are.
- Cap, this is Dex, do you read me?
- Hang on, Dex, I'm a little busy.
Come in, Dex.
Look, whatever you do, don't shoot!
- Okay.
- You shot it, didn't you?
- Yes.
- Listen, Cap,
the signal's coming
from one of those machines.
You gotta keep them
in one piece.
Which machine is it, Dex?
There's no way of telling.
It could be any one of them.
I think I found it, Dex.
- Wait, Cap, 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.
If we lose it now,
we may never get it back.
You let me know when
you've got something, Dex.
I'll let you know. Out.
All right, 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.
- I lost the signal, Cap.
- I'll find him, Dex. Sit tight.
- Go left.
- Sit back, 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!
Okay, okay, now go straight.
- No, no, no, go right!
- When?
Back there.
I could use a little more warning
next time.
Go left!
Tell me you got something, Dex.
We're getting clobbered up here.
It's no picnic down here either, Cap.
Hang in there, 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.
- Lovely.
- Okay, 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!
Oh, bugger.
Joe!
- There's the lead ship.
- Shortcut!
I got us here, didn't I?
- Dex. Dex!
- Thirty seconds, Cap, that's all I need.
- Thirty seconds.
- Plus or minus.
Listen, I'll try and take them out over
the water, buy us some time. Over.
Still glad you came?
Joe, I found it! Joe!
Dex, come in. Where is it?
Come in, Dex. Are you there? Dex?
Dex, do you read me?
Dex, are you there?
I can't outrun them much longer.
Hold on.
Joe, 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.
Joe, you have to pull up!
Pull up!
- We went underwater.
- Dex rigged it up.
Got the idea from one
of his comic books.
You mean, you knew this
the whole time,
and you let me think
we were gonna crash?
I thought we were gonna die!
You should have said something!
Look, Polly, it was your idea
to tag along, not mine.
If you can't take it,
that's not my fault.
Oh, I can take it.
- I can take anything you dish out.
- Good.
Because that was nothing.
Dex, come in. Do you read me?
Do you read me, Dex? Copy.
Dex!
Dex!
Dex.
They're everywhere.
Joe, 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.
Good boy, 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.
By 17, he had already received
two doctorates
and was one of the most highly
regarded minds of his day.
One year after his disappearance,
ominous rumors began circulating.
Whispers that Totenkopf
had begun work
on what was darkly hinted
to be a doomsday device.
Efforts to locate him
have consistently failed,
and to this day, his whereabouts
remain a mystery.
Even less is known
about his companion,
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
for the last three years,
including generators from the city.
It reads like a shopping list
from all over the world.
What have you been up to, doctor?
Lt'll be all right, Joe.
Dex can look after himself.
We'll find him.
My old friend Joe.
- So glad to see you again.
- It's good to see you too, Kaji.
This is Polly Perkins.
She'll be coming with us.
Nice to meet you.
- Kaji, did you get the maps I needed?
- Yeah, they're inside.
Did you get a little something
for me?
Of course. Three cases,
just like you asked.
Vienna sausages.
My God, it's been so long.
Kaji, how's your Tibetan?
Come, I'll show you the maps.
- How well do you know him?
- Kaji?
He's old legion.
Reconnaissance. Why?
I don't trust him.
That's funny, 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.
Dex tracked the signal to here,
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.
It's said to be the source
of the Kalachakra, Tibetan magic.
Those who live there are said
to have supernatural powers.
You can get us there, Kaji,
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.
If they find us there,
they will kill us.
Why? Why is this place so special?
Shambhala is known by many names.
To the Hebrew, it is Eden.
To the ancient Greek,
it was Empurios.
You may know it as Shangri-la.
A storm is coming. If you still wish
to go, we must go now.
I need to send a message.
Editor Paley, 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.
Clues about a countdown.
But to what, I don't know.
I fear time is running out.
With any luck, 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.
What is it, 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 told you, I don't know what you're
talking about. You'll just have to kill us.
As you wish.
Wait! Wait. Wait.
I'm sorry, Joe.
Goodbye, my friends.
Your journey ends here.
I was going to tell you, Joe.
You have to believe me.
- What was in those vials?
- I don't know.
- You expect me to believe that?
- I'm telling the truth, 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.
Okay, 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!
Oh, great.
We're safe.
Polly, this may be
our last moment together.
There's something
I need to ask you.
Yes, 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.
Polly, 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.
- Oh, don't tell me you're...
- Naked.
- You can say it, Polly.
- This isn't funny, Joe.
Where are we? What happened to us?
Where are our clothes?
Stop looking at me like that.
Like what?
Turn around, Joe.
I'm serious. Turn around.
Hi, 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!
He says, 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.
The priest says that Totenkopf
enslaved his people,
made them work in the mine,
but the mine was poisonous.
Those who did not die right away
were brought here for him to study.
Where is Totenkopf now?
He does not know. Only that
Totenkopf is gone, 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.
You're right, I should have.
So where's he taking us?
To meet the only living survivor
of Totenkopf's experiments.
What experiments?
Ask him, 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.
He says, follow Rana. The staff
will lead you there to Totenkopf.
Rana? Is there such a place?
He says now that he has helped you,
you must help him.
Of course. Anything.
What do you want?
Kill me.
Have you looked at this?
There's markings on it, 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 wasn't talking about a place,
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.
The Vikings were known
to create maps for certain 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.
Right ascension, 03 hours,
Declination, minus 10.60.
There's nothing there.
Are you sure you did it right?
I'm sure.
If the old man was right,
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.
Oh, 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.
If I can get a message to them,
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?
Relax, Polly, everything's fine.
- We're out of fuel, aren't we?
- Buckle up.
Manta Station, do you read me?
Where are you, 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.
It's kind of a secret. You can keep
a secret, can't you, Polly?
Yeah.
I can keep a secret.
Two shots.
Permission to land on platform 327.
Maintain your present course.
Copy, 327.
Welcome aboard, captain.
Joseph Sullivan.
I was sure you'd be dead by now.
It's good to see you too, Franky.
This had better be important
or one of us is in trouble.
It's important.
What is that?
You be nice.
Commander Cook,
meet Polly Perkins.
Polly Perkins.
I've heard so much about you.
It's a pleasure to finally meet
the competition.
It's been a long time since Nanjing,
hasn't it, Joseph?
So, Franky, I hear you've been having
trouble with that number-three engine,
or at least you were last time...
Commander, 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.
Take us to 10,000 feet
and deploy countermeasures.
Yes, commander.
Reconnaissance located an island
of our current position.
It is not, however,
on any of our charts.
- That has to be him.
- That has to be who?
What have you got me
into this time, Joseph?
Nothing you can't handle, Franky.
Polly, try not to touch anything.
Enemy warships bearing 316,
mark 4. Closing fast.
- Give me a visual.
- Launching radio imager.
We're receiving a signal.
On-screen now.
Totenkopf.
Commander, we've lost power to the
forward rotors. We're losing altitude.
All engines, reverse full.
Get us out of here.
Francesca, 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...
...this area here,
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?
I can't hear you, Polly.
You'll have to speak up.
Keep your nose up, Joseph. You
always were bad at the short takeoff.
Keep up, Franky. I don't wanna
have to come back for you.
I thought your takeoff was just fine.
Thank you, Polly.
So you heard that, did you?
Manta leader to Manta team,
impact in ten seconds.
Switching to amphibious mode.
Impact in five, four, three,
two, one.
Franky.
You remember our milk run
over Shanghai, don't you?
We had the target buttoned up
and he was jinxing in the flak.
- Pops a rivet, thinks he's taken a hit.
- And started yelling:
- "Protect the rabbits!
- "Protect the rabbits!
- Protect the rabbits!"
- Protect the rabbits!"
Enemy target spotted four points
to the right. Depth, 1,600. Look sharp.
Joe, watch out!
- Joseph, there's the inlet.
- I see it.
Get ready to make a run for it.
We're about to clear you a path.
Hold on, now, Polly.
Hold on.
Manta leader to Manta team,
arm cluster torpedoes
and stick close to element formation.
Fire.
Joseph! Pull up!
Joseph, 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!
- Thank you, Franky. That was close.
- Get ready to make a run for it.
You're only going to have
one shot at this.
Franky, 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.
Franky, pull up.
- Three.
- Pull up, Franky.
Two.
One.
You're all clear.
Good luck, Joe.
Thank you, Franky.
We'll take it from here.
She's some kind of girl.
Yes, 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!
Oh, great.
Come on!
Polly!
Come on!
Are you mad?
Are you completely insane?
You could have gotten yourself killed!
- It's okay.
- No, it isn't.
- I didn't mean...
- I shot the ground!
- What?
- When we were running,
I shot the ground.
It isn't funny.
I only have one shot left.
One shot!
What is it with you
and that stupid camera, anyway?
You gave it to me.
You don't even remember, do you?
You were flying with the American
volunteers in Nanjing,
I was covering the evacuation
of Shanghai.
- I remember.
- Joe, I wanna ask you something
and I want you to tell me the truth.
I don't care one way or the other,
I swear. I just need to know.
The girl in Nanjing was Franky,
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!
I can't believe I ever trusted you,
you lousy...
He's here.
You all right?
Through there.
Through there.
My God, 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.
- Dex!
- Hurry, get in!
Einsteigen. Komm, 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!
Good boy, Dex.
Thanks, 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.
Totenkopf believed that humankind
was doomed to extinction,
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. "
Those vials that Dr. Jennings
gave me, what were they?
Adam and Eve.
Totenkopf's masterpiece.
Seeds of a technological utopia.
We smuggled them off this island,
knowing Totenkopf
would never leave without them.
But now that he has them again,
there is nothing left to keep him here.
Then let him go. Let him go
where he can't harm anyone.
No, no, no, that ship
must never leave this Earth.
Why? What haven't you told us?
When the rocket reaches 100
kilometers, at the edge of space,
- 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.
- Where is he?
- We're on our way, Cap.
Good boy, Dex.
Careful. Careful.
Hurry, they'll be coming for us.
Through there.
That's the only way in.
You see, there is no way past them.
Five minutes, Joe.
- Wait here.
- You'll be killed.
He knows what he's doing.
I think.
Hey, that's my gun!
- Dex?
- Try shaking it.
- We must hurry.
- Don't do it, you idiot!
Doctor, 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.
Hello, 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.
I am the last, desperate chance
for a doomed planet.
Now, leave this place or die!
- Is it safe?
- Well, 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.
The last entry in his journal
was made on October 11, 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.
Don't you see? This entire island
is Totenkopf. Every wire, 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.
Leave the machines to me.
Dex, show me what to do.
If you can cut the lead
in the system terminal,
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.
You're not gonna leave me now,
just when things are getting interesting.
- I won't let you.
- I wish we had more time.
And I only hope, one day,
you can forgive me.
- Take care of her, Dex.
- Good luck, Cap.
One minute to liftoff.
We meet again,
my mysterious friend.
How do you wanna do this?
Nice shot, 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.
Come in, Manta station.
Do you read me?
Thirty kilometers to booster ignition.
Franky, it's Dex. Do you read me?
It didn't work.
Twenty kilometers to booster ignition.
Joe, you're running out of time.
You've gotta do something.
And God saw that the wickedness
of man was great in the earth...
- He thinks he's God.
- And God said unto Noah, 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.
I see them, 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.