JOSH/AVATAR waked up inside the central tree of the village. His head is bandaged. Zuleika comes to him. Seeing that he is alright, she embraces him.

He runs to Mato'a and Mo'at, to warn them about the impending raid. Before he can finish the roar of turbofans shakes the jungle. They look up as the Dragon and its escort of Scorpion gunships come over the trees. The downblast from their engines beats the foliage, turning the space below into a maelstrom of flying leaves and debris. Josh yells at them all to run, but can't be heard over the thunder of the jets.

The Na'vi bravely fire at the gunships with their longbows and spears, which bounce harmlessly off the armored ships.

Quaritch laughs, then fires an incendiary rocket into the roots of the central tree. It explodes with a fireball, setting the interior on fire. The Na'vi flee into the forest.

The gunships fire more incendiary rounds, setting the whole village on fire. When the Na'vi have cleared the village center, Quaritch fires high-explosives into the base of the central tree. The massive roots explode into matchsticks, and the tree topples slowly, crashing down with a thunderous sound.

The Na'vi watch from a distance as the other two enormous trees which made up their home are blown up and felled. A number of Na'vi have been wounded... burned by the incendiary bombs, or hit by flying debris. Three are dead. Mato'a, the Patriarch, is one of them.

From the aft bay of the Dragon, six powersuits leap out, using steel cables to rappel down through the trees to ground level. The troopers detach from the cables, and stomp hydraulically toward the village. Lyle Wainfleet leads the powersuit squad.

The powersuit troopers spread out, and on command from Quaritch, open fire with flamethrowers, sweeping them back and forth through the woods, systematically setting the forest on fire. The downblast from the gunships fans the flames through the trees like a firestorm. The Na'vi retreat as a wall of fire moves toward them. Josh, running with Grace and N'deh through the smoke and sparks, finds the body of a child, killed by one of the explosions.

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.