The powersuits stride unimpeded and unchallenged through the trees, turning the forest into an inferno.

In the burning wreckage of the village Zuleika finds her father's body. She collapses over him sobbing. She hears clomping footsteps and looks up. Trooper Lyle Wainfleet, 14 feet tall in his powersuit, stands over her. He reaches down and grabs her by the queue with one hydraulic hand, which causes her to scream with shock. He jerks her to her feet and walks her toward his rendezvous point.

Josh, Grace and N'deh are running through the inferno, trying to find Zuleika.

IN THE LINKROOM Marcia leaps back as an explosive charge shatters the lock and the door is kicked in from the other side. Armored SECFOR troopers pour inside, with guns leveled. They grab Marcia and the lead trooper moves to the control console and pulls the master breaker to the link system.

IN THE JUNGLE Josh has spotted Wainfleet dragging Zuleika toward a landed gunship. He is running after the powersuit when-- The strings are cut. He flops to the ground, limp and inert. N'deh catches Grace as she falls.

Through the trees N'deh watches Zuleika loaded into the ship, along with four other Na'vi rounded up by other troopers.

AT HELL'S GATE the compound is littered with the bodies of unconscious avatars who dropped in their tracks, whatever they were doing.

IN THE LINK ROOM the disoriented controllers are coming out of their chairs. They gape as the armed troopers close in on Josh and Grace, who are arrested at gunpoint. Josh yells to the controllers to help. He says they are killing the Na'vi! They're burning the forest! Everything you've worked for is being destroyed. The other controllers just watch, paralyzed.

IN SELFRIDGE'S OFFICE, Parrish is flipping out. Wholesale burning of the forest? Mass destruction? How can he sweep this under the rug? There isn't enough money in the world. Selfridge warns him he may be the next endangered species.

CUT TO THE BRIG, LATER. Josh, Grace and Marcia are in a common holding cell, usually used for drunk and rowdy construction workers.

Hegner comes up to the guard desk with a trolley. Tells the guard he has meals for the prisoners. When the guard looks into the hot cart, Hegner clubs him heartily with a steel pipe wrapped in a towel. He moves twitchily to the cells. He opens the cell door and lets the prisoners out.

Josh takes the guard's gun and then picks up the phone. He calls Trudy Chacon, waking her up. Tells her to meet him at the airfield, with a Samson running, in ten minutes. She scrambles, swearing. Josh tells Hegner there's some stuff he wants him to get from the labs.

CUT TO THE UTILIDOR which runs under the base. Josh and the others move along the narrow service tunnel toward the airfield. Hegner meets them at the airlock, handing Josh a bag, presumably the stuff he requested.

Hegner wants to come along. Whatever Josh is doing, he knows it'll be payback time. Josh thanks Hegner and tells him to go back. He needs someone on the inside, and nobody knows Hegner is involved yet.

They don breathing gear and make a dash for the airfield (not easy in a wheelchair). They make it to the Samson, which Trudy is already revving up.

But as they are boarding they are challenged by two SECFOR troopers and Josh is forced to pull the pistol. The Samson takes off amid a hail of shots, with Josh blasting back at the troopers. Trudy banks the ship away across the forest.

Grace has been hit by a bullet from one of the troopers. She tries to laugh it off, but it's serious.

THE SHACK at Site 26, seen from the outside. Marcia, in the doorway, gives a thumbs up sign. The shack lifts straight up out of frame.

CUT TO the Samson, with the shack hanging under it on a long-line. Trudy expertly turns and heads up into the Hallelujah Mountains.

QUARITCH AND SELFRIDGE are in the latter's office. They are assessing the danger posed by two loose-cannon controllers running around out there, stirring up the natives. Selfridge wants them found, and he wants them eliminated. He wants some control around here. This is ridiculous. Quaritch calls for an airsearch by all his gunships. He tells Selfridge to relax. He doesn't believe the Na'vi will attack humans as long as they have the prisoners. One of the native girls says she is the daughter of a clan Patriarch, so the gives us a pretty good chip.

Na'vi of the Tsumongwi clan are waiting in a densely wooded gorge deep in the Hallelujah Mountains. They watch as the shack is lowered to the ground. Trudy uncouples the long-line, waves, and banks away.

Grace tells Josh that this spot is the most sacred place of the Tsumongwi. She believes they will defend this place to the death, and it is the best stronghold they could hope for.

Josh takes her hand. She is white from loss of blood and shock. She's dying, and there's nothing Josh can do. He asks if the Na'vi can do anything.

Grace says there is one thing they can try. They must take her to the WELL OF SOULS. She tells him to hurry... N'deh will tell him what to do. Josh rolls himself to his link chair and climbs in.

IN THE JUNGLE, LATER. Josh/Avatar walks with a small band of Na'vi. N'deh carries Human Grace, wearing breathing gear, lightly in his arms like a child. She looks up at him, smiling weakly. He smiles back.

GRACE: You look bigger in person.

The other Tsumongwi, including Tsu Te and a grieving Mo'at, follow behind.

THE WELL OF SOULS is an enormous grotto, into which a waterfall thunders... the water falling down a sheer cliff from thousands of feet above. A dark pit, the grotto is ringed with willows... though these are much larger than anything we have seen. They are so densely packed that their roots form a solid woven surface wrapping over the edge and down the walls of the grotto below. The roots braid together, covering the floor of the grotto. A single large willow grows in the middle of the well.

The small party works their way down to the bottom of the Well of Souls. Grace is murmuring to N'deh in Na'vi, holding onto him. He looks at her with love. Josh thinks it must be strange for him to hold her real body, something he probably has never done.

Grace is laid gently among the roots at the foot of the willow at the center of the Well of Souls. Josh watches as fine, hairlike tendrils emerge from the roots and begin to cover her. The Na'vi stand solemnly in a circle, chanting. Mo'at, the matriarch, stands among the willows above, leading the chant. Her unbound queue mingles with the tendrils of the willow trees, which caress her upraised arms.

SHOT OF THE TWIN SUNS SETTING.

IN THE WELL OF SOULS the chant continues. The grotto is dark except for the light of the willows, a faint spectral glow. Mo'at still stands in a kind of trance amongst the tendrils of the central tree. She opens her eyes and says something to N'deh, who kneels down next to Grace. Grace is utterly still in her shroud of fine silk threads, like a moth in its cocoon.

N'DEH: (in Na'vi/subtitled) The Mother Tree could not save her body.

He gently removes her breathing mask. She doesn't need it anymore. Josh feels the tears welling. They are so respectful of her, and she is not even one of them. N'deh kisses Grace on her human mouth for the first, and last, time.

N'deh says to Josh that there is no death, only change. Grace will feed the roots of the Mother Tree. A great honor.

LATER, in the Tsumongwi's temporary camp, Josh asks Tsu Te to help him get Zuleika back. He needs the best hunters for a raid on the human base. He needs a strong leader, like Tsu Te.

TSU TE: You know how to get in?

JOSH: I've got a couple ideas.

Tsu Te eyes him coldly, studying him. Then he closes his eyes, once. Opens them. They're on.

JOSH: Can you get help from the other clans?

TSU TE: They are coming now.

Josh sees N'deh pass by, carrying Grace's unconscious avatar. What will they do with it... a body without a mind? Knowing the Na'vi, they will probably keep it alive.

DUSK, THE NEXT DAY. Crouched in the foliage at the treeline, the raiding party studies Hell's Gate. Josh opens the bag given to him by Hegner. He passes out ID badges to each of the hunters, telling them to keep them on their bodies. The sentry guns will not fire at anyone wearing a badge transponder.

The raid begins. The tractors returning from the construction site provide perfect cover. The hunters, led by Josh and Tsu Te, slip out of the trees through the dust clouds and grab onto the undercarriages. The escort troopers in their powersuits miss it.

They ride in through the double gates of the compound, then roll out and sprint for cover among some storage containers. They make their way to the avatar compound. Josh leaves the others in concealment and slips into the compound. He is dressed like a Na'vi, so he goes to his old locker and gets out shorts and a T-shirt, the on-base uniform of the avatars. He dons these quickly and then walks out boldly into the compound.

Zuleika and three other Na'vi are held in a chainlink cage, under guard. Josh walks by, nodding to the guard. Avatars all look the same to the troopers. Zuleika sees him, and her eyes go wide. He signals her to get the others ready. Josh easily overpowers the guard, knocking him out cold. He gives a trilling call and the other hunters join him. With a steel bar he and two others pry the gate open, shattering the lock.

Josh grabs Zuleika, kissing her fiercely. The other Na'vi stop to check out that action for a second.

Suddenly two SECFOR troopers see them and come running. They aim their rifles but-- THWAP. Arrows appear suddenly, stuck in the throat of one, and through the plastic mask of the other.

Josh leads the escaping group the other way, toward the incoming convoy of tractors.

They run along the line of tractors, staying in the shadows and amongst the dust clouds. A trooper sees them and opens fire, sounding the alarm. A siren goes off in the compound. Josh puts two rounds from his pistol into the trooper, and the hunters dodge between the tractors as more soldiers start firing.

Suddenly a powersuit appears, backlit by the sun. A 14 foot tall juggernaut. It opens fire with the GAU 90, blasting up huge geysers of earth as it tries to hit the running hunters, who are fast as cheetahs. The powersuited trooper breaks into a run, trying to keep his targets in sight.

ON JOSH, who has doubled back along a tractor. He whirls a bolo around his head with intense concentration. He lets if fly, and it whistles out, tangling around the powersuit's massive feet. It crashes down, skidding in the dirt. It starts to rise and Josh sprints toward it. He shoulder-slams it from the side at full run, and it rolls onto its back.

Josh leaps onto the big machine's chest. He fires the pistol two-handed into the canopy at point-blank range. The rounds whine off the lexan without effect. The trooper slams Josh with one hydraulic hand, sending him flying.

ON THE POWERSUIT, rolling ponderously to its knees as--Out of the dust behind it the wheel of a tractor emerges, filling the frame-- The troopers turns, seeing it, and just has time to scream-- The enormous tire rolls over the suit, crushing it.

Zuleika pulls Josh to his feet and the two of them sprint full out as rounds hit the ground all around them.

INSIDE THE SECFOR HANGER there is a full-tilt scramble. Sirens blaring. Flashing lights. Troopers running to a row of powersuits standing in their gantries. Pilots running to power up the Scorpions.

VARIOUS ANGLES: Running feet. Troopers rapidly donning their armor. Leaping into the cockpits of powersuits and strapping in. Canopies closing. Gantries pulling back.

Quaritch, barking orders, runs to a powersuit and leaps into it. He slams the canopy and powers up. He is in such a hurry he doesn't wait for the boarding gantry to pull back. He surges out of the slot, knocking it aside with a powerful sweep of one hydraulic arm. It topples with a crash.

Josh picks up an automatic weapon from a fallen trooper who is stuck full of arrows. He spins and rakes it across the ranks of the advancing SECFOR troopers. They scatter like pigeons. Nobody's ever shot back at them before.

Josh empties the rifle, buying the group enough time to reach the treeline. He sees several Scorpions rising like black, angry hornets from the compound. Half a dozen powersuits are charging toward him. Josh grabs a couple of grenades from the fallen troopers as rounds stitch toward him. He turns and sprints for the trees.

WHAT FOLLOWS is a hairball, all-stops-pulled chase through the forest as the rolling thunder of war machines relentlessly pursues the Na'vi and the renegade avatar.

The gunships roar into the forest, the ballsier pilots searching below the canopy. They maneuver their thundering ships between the huge trunks. The trees are so big you can actually fly through them between the canopy and the forest floor.

And the powersuits crash through the underbrush at a full run, fanning out through the jungle. When one of the gunships spots a running Na'vi on the down-looking infrared, the pilot tells the powersuit troopers and they converge.

The forest is riddled by fire from the GAU 90 cannons. Josh and the hunters duck behind the mighty trunks, which shelter them from the hellacious fire. Then they run on, zigzagging.

Josh runs from a powersuit which pounds through the forest behind him. He leaps and rolls, dodging behind trees as the cannon rips up the foliage.

Zuleika runs along beneath a fallen treetrunk while a gunship tries to hit her with its cannon. It fires rockets and she dives into a pond as the jungle explodes. She surfaces amid burning debris as the gunship flies on.

The powersuit chasing Josh is catching up. It follows him into a narrow rocky cleft. It turns out to be a cul-de-sac, and Josh is trapped. The powersuit closes in for the kill. Then tons of rock come crashing down, smashing it into junk. Josh whoops and waves to the Na'vi hunters poised above. They wave back.

And then twenty mounted Na'vi charge into the battle, the hooves of their direhorses thundering. With a shriek, two dozen bansheerays flash down out of the sky, Na'vi on their backs.

The horsemen scoop up the rescued Na'vi and gallop off into the woods. The gunships dive to give chase, dodging and weaving through the trunks.

Josh, running from a powersuit, leads it between a stand of trees.

Hidden hunters hit it with their bolos. The powersuit goes down and the hunters set upon it, four of them pinning it. Josh runs up and trips the rescue-release on the canopy. He rips the lid open. The trooper screams as the toxic air whooshes in. Josh pulls him out like a ragdoll, tossing him away with one hand.

He and the hunters lift the heavy arm, aiming the GAU 90 at an approaching gunship. Josh reaches into the cockpit of the powersuit and hits the fire control button. The GAU 90 roars. Its solid tongue of tracers rips into the Scorpion which cants over, plummets to the ground and explodes.