Remember them, for they saved us all.

Grainy black and white newsreel film highlights the Nazi's murderous Blitzkrieg across Europe. We see the horrific images of Hitler and the instruments of war leaving behind a wake of destruction, suffering and death.

Somber music resembling a funeral march sets the tone as we HEAR a subdued Winston Churchill: "The Battle of France is over. The Battle of Britain is about to begin. Upon this battle depends the survival of Christian civilization…"

We witness the fall of France, and the evacuation of Dunkirk. Burning half-sunken ships rise out of the Channel waters like gravestones. The blackened torn hulks of destroyed airplanes, trucks, tanks and artillery litter the beach along side thousands of rifles, helmets and boots.

And everywhere there are the dead, too many to count, too many to believe. It is a devastation and terror that England must now face alone.

But out of this hopelessness, the Prime Minister's words grow more defiant, more resilient! He concludes his speech with the immortal words: "…men will still say, this was their finest hour!"

The black and white film disintegrates before our eyes revealing the WORDS:

THE UNDAUNTED

London, June 1940 - The City is ablaze with activity as a coming storm thunders in the distance. A Cockney newsboy holds up a copy of the Times, and shouts of the impending German invasion.

And we believe it, for the city readies itself for just such an invasion.

Wading through this labyrinth of sandbags, soldiers and gas masks is an American, BOBBY DENYSE, whom we will come to know as TOSS.

The twenty-year-old pilot holds a copy of MOBY DICK and looks great in his new Royal Air Force (RAF) blues, but seems uncomfortable as he returns the salutes of British soldiers who pass him by.

Toss enters a lively East End pub and is greeted with stone silence and unfriendly stares. Hungry and lost, he takes a stool at the bar. The striking bartender, AUDREY 19, whose lively English Bulldog puppy WINSTON has taken an immediate liking to our Yank, serves him a beer. We also meet Audrey's parents and owners of the pub, TED and EDITH. Unfortunately, these two afford Toss the same welcome as the rest of the patrons. "It's the RAF's fault England's in this bloody mess! Toss explains that he's just arrived from America. The good natured pub owner responds with a laugh, "Ah, I guess ya couldn't do any worse than our boys." Audrey tells Toss to pay him no mind the two converse all night long. She's never heard of a fighter pilot reading Moby Dick. "I figured I was gonna be here for awhile, so I picked up the thickest book I could find", Toss explains.

This puzzles her; Toss doesn't fit the "fighter pilot type" and she wonders why he's fighting for England. The amiable Yank tells how a friend convinced him into being "a gallant knight of the air" and that he fell for all the talk of chivalry and adventure. Trouble was, when it came time to embark, "The son of a bitch never showed up!" The two burst out laughing and share a shot of gin.

To our surprise we find out that this vivacious girl is actually a WAAF (Women's Auxiliary Air Force) and a radar operator posted on the Channel coastline.

That night the two walk along the Thames in the middle of a black out. Illuminated only by idyllic moonlight, Audrey begins to whistle God Save The King. Toss teases her that the real words are My Country 'Tis Of Thee, and that the British stole it. Finally she catches on to him and the two begin to laugh and end in an embrace under Tower Bridge.

Old men in uniform drilling with broomsticks march past the Operational Training Unit (OTU), Hawarden, in Cheshire. Here we meet and get to know the young pilots that will make up "Lion Squadron". Toss becomes especially close to ANDY; a light hearted Welshman and two veteran Polish pilots, Klebukowski (BUKO) and Michalski. Having witnessed Nazi atrocities firsthand, they harbor an intense hatred towards the Germans. The Poles are desperate to get back at the one's who raped, murdered and enslaved their people. "I don't hate anyone." Toss tells them. Buko coldly replies, "You will."

We also meet Flight Lieutenant Basil Griffin -- "C.O." (Commanding Officer), a born leader who shows the scars of air combat over Europe. Though handicapped with a prosthetic leg, the tough Welshman has the task of molding these boys into warriors. C.O. will become more than just their commanding officer. He becomes a father figure, inspiring them in their most frightening and desperate hours.

The first order of business is discipline, pressed uniforms, shined boots etc. It was customary for fighter pilots to have the top button of their tunics unbuttoned. C.O. orders, "You will be entitled to unbutton only after you've shot down your first Hun!" He is wary of this cocky bunch of fresh faces, especially the American. Even though Toss is an exceptional flyer, the instructor believes he lacks the aggressiveness to be a fighter pilot.

C.O. takes the boys through a rigorous training schedule in a variety of planes and tells them to tear up their RAF issued Attack Manuals. "They are useless and will only get you killed." He teaches them to fight like the Germans do, in pairs, and how crucial their oxygen masks are at high altitudes. C.O. also compares the performance of the Spitfire and Hurricane fighters to the German Messerschmitt Bf109. "Our kite's have incredible turning ability and the emergency boost mechanism is good for an added 40 mph." But C.O. warns that the booster does incredible damage to the engines, and not to rely on it. Rather count on their wingmen instead, "they're the ones watching your backs."

During a flying exercise, a nervous Toss hesitates and almost crashes a Hurricane fighter; most of the boys find this amusing. An enraged C.O. drags Toss out of the cockpit, and threatens to have him deported - "I appreciate Yank pilots joining this fight, but I'm not gonna waste my time on some bloody Tosser who's here for propaganda reasons! Just twenty miles from here are 3 million Nazis preparing to invade this country!" C.O. stares down the others as well. "This isn't Hollywood gentlemen, we are the end of the line. There is no retreat, no surrender."

ACT TWO

Upon completing their training, the C.O. gives the pilots 48 hours leave before they are to report to RAF Hawkinge, an advanced "satellite" airfield on the southern coast of England. There, they are to be assigned to the recently decimated Fighter Squadron 599, with C.O. promoted to Squadron Leader.

Toss and Audrey are reunited and steal a moment on a deserted beach. Sauntering along the barbed wired battlements, Toss confesses his fear of combat and his ability to "kill." It is obvious the two are falling in love, but Audrey, tells Toss that there is no future for them. She knows he'll worry about her and start being careful. "And you can't be careful when you're a fighter pilot. Up there, you've got to go in full throttle, and not be worrying about some English girl on the ground."

With tears in her eyes, Audrey promises to pray for him. She attempts to walk away but Toss grabs her hand. For a moment they just stare at one another, then embrace as if never wanting to let go. Audrey then manages to pull herself away, leaving Toss alone on the deserted beach as storm clouds gather overhead.

Toss, Andy and the rest of the boys arrive at Hawkinge and cannot believe their luck - they've been assigned to Spitfires. We are introduced to the kindly WWI flyer, UNCLE, the Station's Adjutant officer and its stuffy Intelligence Officer, SPY. Spy always seems to be wearing his steel helmet and taking notes on his clipboard. C.O. takes Toss, Andy and a quiet young Pilot Sergeant, DEZ, up on a patrol.

Dez flew with C.O. in France. We learn that these two are the only survivors of the original 599th Fighter Squadron.

In the air, they survey massive radar towers overlooking the white cliffs of Dover. Toss knows Audrey is stationed in one of the huts at the foot of the stations. C.O. explains that "they're our eyes and ears and without them, we're as good as dead." They survey the French coast and the small strip of water that separates them from the entire might of Nazi Germany.

Andy spies four Messerschmitts over Dunkirk and shouts "Tally Ho!" But C.O. sternly warns the enthusiastic pilot to "Never stray over France, and always watch your fuel." Someday, they will return to France. Then C.O. adds: "Toss, Andy, you want a target? Bandit at five o'clock, angels two (2,000 ft)!" Toss turns his head to see a large white floatplane painted with red crosses. Andy responds, "Isn't that a rescue craft, C.O.?" "No action in this section all day. It's a bloody Nazi spy reconnoitering our RDF stations. Get the bastard!" Andy and Toss dive towards the spy plane. As soon as Andy dives, his guns begin to hammer away. The German machine's port wing is blown off and it crashes into the channel. "Now they can send a rescue plane." C.O. then assures Toss, "You'll get your chance boy, and sooner than you think."

Along the white cliffs of Dover, we meet ARTIE and DAVE, a pair of hilarious middle aged chaps who are stationed at a Forward Observation Post. Huddled with a wall of sandbags and hopelessly armed with a lone Enfield rifle, these red-nosed men have little love for the outclassed RAF and mock them for shooting down a "hospital plane." In time they will come to appreciate the pilots while serving themselves cocktails and feeding us much comic relief.

The next day is August 12th, and the Germans attack in mass across the channel - their target the Radar towers of Kent! As the boys approach the Nazis, Toss nervously checks his instruments. Andy, his top button unfastened contently whistles God Save The King!

Stuka dive-bombers attack Audrey's radar station! Their ear-piercing sirens SCREAM as bombs rain down around the tower and receiver hut. A tremendous explosion tears through the hut, knocking Audrey to the ground. Though badly cut, the resilient WAAF rises and shows incredible courage as she diligently remains at her radar screen.

Dez spies the Germans and C.O. gives the "Tally Ho!" Fierce combat ensues and eventually, all the Stukas are destroyed. During the nerve-wracking battle, Andy manages to down a Stuka - Dez downs two of the dive-bombers as well!

Upon landing, these "Young Lions" are exhausted but incredibly elated - they all want to share their first taste of combat with one another! Uncle is elated that all the boys fired their guns -- the red covers have been blasted open from everyone's gunports. All except Toss, who "never got a clear shot." C.O. is pleased with his squadron but warns them against being too confident. Spy captures the moment with a squadron photo in front of a Spitfire.

During a lull in the fighting Andy keeps the others in stitches with the exploits of his Stuka kill. "It was all so easy until the escorts showed up." Toss asks the C.O. about a pair of Messerschmitts painted white he'd seen during the battle. "I see you've been reading that bloody book in your machine." Jokes Spy. "Another angry, white whale in a turbulent sea of blue?" Everyone laughs except C.O., for these Messerschmitts are from an elite squadron. "They are painted white to draw us away from their bombers." As he warns all to keep clear of them, Andy boldly responds, "Just let me get one of them in my sights." The squadron is released. They retire to their barracks to play cards. Toss reads, getting more engrossed in the novel with each turn of the page. Dez and the others begin to share the intimate details of their lives. Andy is recently married, and Toss tells them about Audrey.

Suddenly, C.O. busts in -- Hawkinge is under attack by Heinkel He 111 heavy bombers! Toss throws down Moby Dick and scrambles out with the others. The book lands cover up revealing Captain Ahab vainly battling the White Whale.

Outside and from A FIRST PERSON PERSPECTIVE we follow Toss and the others scrambling to their machines as the Heinkels strafe and bomb the airfield. Spitfires all around Toss explode both on the ground and just after take off. As he and Andy desperately lift their Spitfire's off the grass, a German bomber strikes an ammo depot directly in their path! The Spits jolt and rattle from the concussion and are engulfed in a frightening mushroom of black smoke and fire. But like knights upon iron chargers, they emerge, engines roaring into the sky!

"Safely" over the airfield, Toss pursues a bomber into a horrific battlefield five thousand feet above the earth. Aircraft collide with one another as tracer bullets mix with AA flak and falling, burning pilots. Toss realizes that the chaotic excitement of combat has taken him over the Dunkirk! "What the hell am I doing over France!" Suddenly flak rocks his Spit -- he is also attacked by a pair of Messerschmitts, almost shot down and barely escapes with his life.

Andy isn't having much luck either. A Messerschmitt is on his tail and hammering away. Cannon rounds tear through his cockpit, and one manages to rip clear through his shoulder. The cockpit is in shatters and smoking -- the Spitfire bleeds fluid and catches fire. Andy attempts to bail out, but is too weak to open the cowling -- he's trapped!

Then, as to mock poor Andy, the German pilot boldly pulls up alongside, views his handiwork and shoots our boy a smirk. An absolutely furious Andy screams "You morbid bastard", kicks his rudder, turns into the Messerchmitt and blasts it to Hell!

His Spitfire aflame and unable to bail out, Andy manages to get back to Hawkinge, and crash lands. With his wheels up, the Spit hits the grass field hard and flips over. Andy is pinned inside the wreckage. But C.O. and the ground crew manage to pull him out just before the Spitfire explodes!

A shaken Toss lands his bullet riddled Spit and is confronted with pure devastation. The airfield has been seriously damaged - hangars, planes and other essentials have been destroyed. Worse yet, they've gotten the hell kicked out of them in the air as well. Three Spitfires from Lion Squadron have been lost including Andy's. But even though Andy is badly burned, he's expected to make it.

August 14th is Toss' twenty-first birthday, "celebrated" with a round of drinks at a local pub. Uncle gives a moved Toss a .45 Automatic pistol. It was a gift from an American flyer in the Great War. C.O. arrives - but something is wrong. Andy didn't make it. They salute him, Dez remarks that they're outnumbered four to one and wishes out loud "…if only we had as many pilots and planes as the bloody Huns." With that C.O. recites Shakespeare's "Immortal Order of Brotherhood" speech from Henry the Fifth. The similarities of the two situations are obvious and inspirational. That night, an anxious Toss lies awake in his bunk thinking of Audrey and staring at Andy's vacant bunk.

The next morning, Audrey, a bandage over her eye sits at her hastily repaired station. Suddenly formations from all sides appear on her radar. At first she believes it to be a mistake, but with each second the blips converge into one massive cancer that has infected her entire screen. Trembling and frozen with fear she manages to call out to the Station Officer. "Oh God, it's the whole of the Luftwaffe - Scramble all squadrons!"

A stunned Artie and Dave look skyward and make the sign of the cross as the mammoth Nazi formations block out the sun.

Above the channel, Lion Squadron blindly flies through dense cumulous clouds. "Where are they?" C.O. asks. "You should see them!" replies the R/T. "I don't see a damn thing!" The R/T responds, fear coursing through his veins, "Lion Leader, you're going to hit it like a wall"

Then, through the pilot's eyes we see them. Shimmering in the morning sun, wave upon wave of Heinkel heavy bombers, driving towards the few squadrons of Spitfires and Hurricanes. Stepped above and behind, are the serried ranks of Messerschmitts covering miles of sky, as far as the eye can see.

The huge formation begins to spread out, breaking into smaller formations covering the horizon. One thousand strong, it is at once magnificent and terrible.

Outnumbered forty-to-one, the boys are paralyzed with fear; Audrey breaks down at her station. Then C.O. turns their fear into a battle cry - he continues reciting Shakespeare from the night before: "And gentlemen in England shall think themselves accursed they were not here, and hold their manhood's cheap whiles any speaks that fought with us, UPON ST. CRISPIN'S DAY!"

With that, all the men shout a collective "TALLY HO!" and with guns blazing, tear into the massive Nazi Armada.

In an instant the sky is dissolved into streaking confusion -- planes attack, whirl, dive, collide and explode before our eyes. Headphones fill with snatches of commands, of exultation, of warning, and of stark terror.

Toss turns towards a Heinkel, gets it in perfect firing position and gives it all he's got! But he is shocked as the Spitfire's bullets rip the bomber's rear gunner to pieces. Stunned that he has just killed a man, Toss hesitates to press his guns again -suddenly his instrument panel is blasted to pieces! A cannon shell smashes through Toss's leg saturating the cockpit with blood! He looks into his rearview mirror -- one of the white Messerschmitts is on his tail! Toss tries evasive action but cannon shells continue to chew apart his machine. He pulls the emergency boost, but the Spitfire violently quakes under the strain, flips over and breaks up, as the cockpit ignites into a blazing inferno! Blinded by smoke and fire, Toss is trapped inside the spinning furnace. But he wills himself to slide open the canopy and fall out just as the fighter explodes! After a frightful and painful plummet, Toss' parachute opens and the relieved Yank floats silently through the clouds.

But he's not out of it yet; a swastika circles shark-like through the clouds - it is the tail fin of a Messerschmitt! Like a vampire hungering for blood, the Nazi turns towards the pilot dangling helplessly and begins firing! In desperation Toss draws the .45 and vainly shoots the incoming machine! Just as the Messerschmitt gets Toss square in its sights - IT EXPLODES!

C.O.'s Spitfire roars down from the clouds just missing the falling mass of flame and metal. But bullets have torn holes in Toss' chute and the young pilot hurtles toward the treacherous cliffs of Dover. Using every bit of strength he has left, Toss manages to avoid the cliffs and crashes into the earth.

A rain soaked C.O. walks through the halls of a hospital; he passes many pilots suffering from a variety of injuries. He walks into a room and finds a crying Audrey sitting next to an unconscious Toss. She wears an eye patch from the wounds she's suffered in the radar-shed attack. Audrey sees C.O. holding Toss' a copy Moby Dick, "He hasn't finished that bloody book yet?" She forces a smile then breaks down in C.O.'s arms.

C.O. and Audrey get some tea and talk about the war and how they both feel about Toss. C.O. looks to Toss like a son, as he does all his "boys." "Toss?" Audrey asks, and C.O. tells her that's what the other pilots call him, and that he actually likes it! "He thinks it's because he's American and plays baseball", and has no clue that "toss" is British slang for a lewd act.

Little Winston sleeps as Audrey softly reads Moby Dick to the still unconscious Toss. But she can't ignore the air battle that is raging three miles high. With each passing sentence her voice becomes laced with fear. As Ahab's whalers' battle for their lives, Audrey is overcome by a feeling of dread. For the horrifying images of these deadly encounters mirror that of the Spitfires and Messerschmitts overhead.

Then a hand gently takes hers - and the smiling flyer opens his eyes, "Didn't think white whales could fly."

Audrey holds him, confesses her love, and promises to never walk away again.

Toss is concerned about her eye but she reassures him that it's almost healed. Because of her injury, Audrey has been given a few days leave and has been transferred to plotting duty at 11 Group Headquarters at Uxbridge, just outside London. Toss is relieved because the Germans are only bombing RAF airfields and she'll be safe in London. He lays his head in her lap and tells her he's going to take her out in the city. Dinner, dancing the whole lot!

Toss, Spy and Audrey pay an inspirational visit to a parachute factory where Toss speaks to those who've saved his life. Amid the weary workers is a patronizing American reporter SATNICK, who sees a Yank fighting for England as a huge story. He questions the outrageous claims Fighter Command has made about the number of Germans they've shot down and that they don't add up to fact. A indignant Spy stands to address the question but Toss takes Satnick on, stressing how the pilots rise five, six, even seven times a day to meet a Luftwaffe who, at times have outnumbered them by ridiculous margins. He confesses that he joined the RAF for the adventure, but after witnessing the horrors of war, everything has changed.

Overhead we see the spiraling vapor trails of hundreds of planes now locked in combat. Satnick informs Toss that he will be stripped of his U.S. citizenship fighting for England. An emotional Toss reflects on the brothers he's lost in the fight for freedom and wishes those in America right now could experience what the English people have to understand what it means to have one's very existence in jeopardy. Toss tells Satnick that he wouldn't trade places with anyone in the world, and will fight the Nazis until the very end. Finishing, a somber Toss confesses, "Truth is, we need a miracle."

His uniform cleaned and pressed, Toss arrives at Audrey's parents' house in London's East End. She is upstairs and not quite ready. Toss sits Ted down and asks for her hand. He gives his blessing! But since it's going to be a surprise, they'll wait and celebrate later tonight.

On that, Audrey comes down the stairs. Up to this point we have only seen her in uniform. She wears a form fitting silk dress that makes her look more like a movie star than a WAAF. Her long hair cascades down her neck and the patch is gone -- she is absolutely beautiful!

It is the night of August 24th, and the two share a romantic evening on the town. And it is obvious that Londoners have changed their attitude towards the RAF. When Toss and Audrey enter an elegant supper club, the well-heeled patrons stand and applaud our flyboy. Afterwards they once again walk along the Thames. Under Tower Bridge, he asks her to marry him. She accepts - suddenly, air raid sirens begin to go off. Toss assures Audrey that she is safe and promises that nothing will ever happen to her. As the sirens blare and searchlights illuminate the London sky, the two make love under the bridge as explosions boom like fireworks in the distance.

Later, on their way home to tell her parents, they come upon a scene of mass destruction. Firefighter, police and frantic people scramble about -- Audrey's whole neighborhood has been destroyed. Then her worst fears are realized; among the countless dead are her parents. A shocked and horrified Audrey breaks down. But out of all this horror Toss finds a little Winston sifting through the rubble. He then hands the shaken but unhurt puppy to his despondent fiancée'.

ACT 3

After the mass funeral, Audrey and Toss spend the night in her parents now boarded up and deserted pub. Alone in their own little world, they intimately slow dance to A Nightingale Sang in Berkeley Square as the muffled sounds of sirens and exploding bombs rumble in the distance. Amid all this misery and devastation, Audrey believes that Toss has been sent to her from God and that she has found her soul mate. "Perhaps it's fate that your friend didn't show that day. Maybe the real reason you came here is for me."

Spy and Uncle welcome their "Yank" back to Lion Squadron. Toss is humbled and saddened to find that all the boys are gone save for Dez, C.O., and Buko. Dez has been awarded the DFM and promoted to Pilot Officer for having downed 12 enemy planes. An appreciative Toss thanks C.O. for saving his life. C.O. is glad to have Toss back and asks him to fly as his wingman.

To give them a rest, Lion Squadron has been moved off the coast and stationed at the quiet Hendon Airbase. They will now be one of the few squadrons posted to protect London. It is September 7th and INVASION IS IMMINENT. Almost every squadron in fighter command is posted to the coastal airfields. Intelligence has also discovered Hitler's proposed date of the Nazi invasion -- September 15th.

Things are going bad for Fighter Command. The pilots are dangerously exhausted and all seems lost. Over the radio Hitler rants and warns of the on coming destruction of England and the RAF. Uncle snaps, "Then by God, let them come!"

THE NAZIS DO COME, and in mass and more frequently than ever! Winston Churchill calls out to the English people to never back down; "We will fight them on the beaches." His speech continues and we intercut a MONTAGE of black and white footage of actual fighter combat, the bombing of cities, Audrey at Group Headquarters, and our boys coming together -- scrambling, fighting, sleeping in their cockpits and scrambling again.

At one point C.O. lands, jumps out of his plane, and orders a maintenance sergeant to "get her ready now!" Spy, armed with his token helmet and clipboard, meets him, "Not now Spy!" barks C.O. "The bloody bastards are in London!" On that we continue, more Nazi bombers unleash their venomous loads, more destruction, more air battles, and more Spitfires falling. But the Prime Minister's words grow more resistant "We shall never surrender!"

SUNDAY, THE 15TH OF SEPTEMBER. Uncle and Spy converse, Dez sleeps in a lawn chair and Toss reads Moby Dick as the men sit around and wait. Suddenly the alert goes out "THIS IS IT! ALL SQUADRONS - SCRAMBLE!

Below, a drunken Artie sarcastically laughs and insults an equally sloshed Dave who feebly fires the Enfield at the massive German formation. Dave turns and asks "what ya want me to do, piss on em'!" To their horror, soon realize observe that the thousands of aircraft aren't splitting up as usual.

11 Group Headquarters; Audrey, other WAAFs and Air Vice Marshal Keith Park busily control the anxious situation developing under the watchful eye of a visiting and constantly inquiring Winston Churchill. The room's large plotting map shows us the events and the unfolding battle that is over the southeast of England. The WAAFs diligently plot position, strength, height, and direction of the Nazi Air Force closing in on London 2,000 strong. It is a desperate game of chess as smaller markers representing British fighters move closer to meet them. Over loudspeakers we hear the voices of the pilots, as they are about to collide head on with German armada intent on destroying them all.

But this time the RAF is ready for them, and a growing feeling of duty and heroic desperation set the tone as we approach the climax of "The Battle of Britain."

Once again, the Spitfires streak skyward over a defenseless London silhouetted against an ominous, terra cotta stained world. Racing through an umbrella of thick wires anchoring huge hydrogen-filled barrage balloons, they come upon the most massive and formidable force known to man… An imposing formation so large and dense it literally lumbers up the Thames like a colossal tidal wave of death.

C.O. orders Lion Squadron to fly parallel to one another and form one great line of fighters 12 strong. Undaunted, they point the noses of their Spitfires toward the center of the German formation and charge straight into the heart of the beast, Merlin engines screaming at full throttle and guns blazing!

It is literally hell above earth as the film's most ferocious and spectacular battle begins! Hurricane fighters join Spitfires as they tear into Heinkels and Messerschmitts. Round and round they go, a Spit is chased by a German being chased by a Spit being chased by another German. The first three blow up, leaving the remaining one victorious until he turns into the guns of another. C.O. quickly knocks a Heinkel down and turns to another, Toss diligently shadowing his starboard side.

Uxbridge, HQ controllers communicate directly to the pilots, and everyone listens to their conversations. Audrey nervously looks to her engagement ring. At one point Winston, now unofficially the group's mascot barks uncontrollably. Audrey shouts, "Shut up Winston!" At which a stupefied Prime Minister looks to a shocked Audrey, who turns back to the startled puppy, who stares up at the Prime Minister. The resemblance in uncanny and Mrs. Churchill and we cannot help but laugh!

Back to the battle, C.O. tears into another Heinkel. Its rear gunner desperately fires away as black smoke trails from its dying engines. The gunner's bullets rattle C.O.'s Spitfire. Toss shouts for C.O. to quickly turn right, but the squadron leader ignores him and rams the Heinkel with his mortally wounded fighter. Sacrificing himself, and hurling both planes into a barrage balloon!

All three explode in a horrific ball of fire.

Hearing Toss, Audrey screams to him, unconscious of the fact that he cannot hear her. Churchill turns to Park and asks, "Park! What of our reserves, where are our reserves?" To which the Air Vice-Marshall stoically responds, "There are none."

Toss vainly searches for any sign of C.O. when suddenly bullets rattle in and alongside the Spitfire, penetrating its engine and oxygen hose. Toss performs evasive action as a white blur streaks past his cockpit. It's The White Messerschmitt! Toss' eyes narrow as he jolts his Spit and tightly banks after the German. Racing through the burning skies, the two play a fierce game of chicken, as they dodge barrage balloons, wires, flak and other planes. But the Spit is rapidly leaking fluid, and his oxygen fails - without oxygen he won't be able to gain much altitude! All seems lost when the Messerschmitt pours it on and climbs towards the clouds.

Toss tears off his oxygen mask and in a leap of faith, pulls the emergency power boost which launches him violently backward into his seat. Like before, the Merlin quakes but this time the Spitfire holds. Twelve cylinders scream aloud as the fighter storms after the Messerschmitt completely vertical at 400mph! Just as his adversary reaches the safety of the cloudbank, Toss presses the trigger. The thundering recoil of eight Browning 303.cal machine guns rattles the Spit and blurs the world as the Messerschmitt vanishes into the soft snow-like mist!

A few anxious seconds later and about 200 yards ahead, the burning white 109 tumbles uncontrollably from the clouds spiraling downward like a Roman candle. Toss shouts "Tally Ho!" but is stunned by what he sees next.

Out of the clouds comes the Messerschmitt's pilot. He casually flies past Toss' Spitfire, smiles, and in an incredible act of chivalry, salutes! The German then pulls his parachutes ripcord and silently floats to the earth.

Suddenly, the Spitfire coughs sputters and dies. "Holy shit!" Powerless, the fighter falls to earth at an ungodly speed! But this time, Toss refuses to bail out and after a terrifying and nerve-wracking descent, manually lowers his undercarriage and manages a perfect three-point landing in a green pasture. Exhausted, Toss exits the cockpit and lies down on the Spit's wing and as the last remnants of the once great Luftwaffe slowly limp back to France, he unfastens his tunic's top button, and falls asleep.

A few weeks later, bored pilots bask about lazily as Toss and Dez land their Spitfires on the grassy airstrip. They've seen nothing. Spy now refers to Dez as "C.O." and informs them that the Germans have taken their landing barges from Dunkirk, "I do say," Spy asks, "you think old Jerry's given up?" Uncle calls the boys over, and hands them a letter. "It was with C.O.'s personal things, but I believe you should read it."

They open the letter and we hear C.O.'s soft, poignant words.

Sweeping squadrons filled the summer sky
White trails across the brilliant blue
We met them head on five miles high
They were many, we were few
Went the day well?
We died and never knew but well or ill - freedom -
We died for you
And left the vivid air signed with our honor
And now -
Do you remember us they called The Few?
We need to know that we are not alone
That here and now our sacrifice is known
And we are not forgotten

It is dedicated to "My boys, my young lions of freedom."

EPILOGUE

Dez stares at the group photo of Lion Squadron - out of the original twelve only three have survived. Then he's off to instruct them on this morning's mission. We see all the new fresh faced pilots, including a couple of Poles. Dez introduces Toss and Buko as 599's new Flight leaders, it is evident how much these three have matured during the course of the film.

Today is October 25th 1940. Today, Lion Squadron will take the fight to the Nazis and attack the Luftwaffe in France! "This time, we strike back."

A sliver of sunlight breaks the horizon as twelve Merlin engines roar to life. In stark contrast to the chaotic rush of the scramble, the men now WALK to their Spitfires. The Polish pilots follow Buko intensely hanging onto his every word. A thoughtful Toss inquires, "Dez, what's today's date?" "October 25th, why?" Toss stops in his tracks "It's St. Crispin's Day." The two clutch hands, and Dez states, "For the C.O…" Toss replies, "for all of us." The two hug and climb aboard their machines. "Keep close to your wingman and watch yer arse!" smiles Dez.

The Spitfires hop along the grassy runway and climb into the crisp morning sky. Slowly the strains of "God Save The King/My Country 'Tis Of Thee" rise, growing into an inspirational wall of sound. Toss tapes his and Audrey's wedding photo to the instrument panel and straps on his oxygen mask.

Back at Uxbridge, Audrey listens to her husband and the other pilots. On the huge plotting map, she moves markers signifying the British strike force making its way south.

Lion Squadron links up with dozens of Hurricanes and Spitfires crossing the straits of Dover. Though not as large as the Nazi formations they so valiantly defeated, there is no doubt that this is a force to be reckoned with.

As one hundred fighters thunder overhead, Artie and Dave cheer with pride, wave them on and raise the Union Jack.

And for the last time, Churchill's impassioned words ring like church bells over the Channel.

"The gratitude of every home in our island and throughout the world goes out to the airmen who, undaunted by odds, unwearied in their constant challenge and mortal danger, are turning the tide of world war by their prowess and their devotion."

And as the sun's rays reach across the Royal Air Force like the warm arms of Freedom, the Prime Minister concludes,

"Never in the field of human conflict was so much owed by so many to so few."

These brave few have weathered the onslaughts of the Luftwaffe and turned back a Nazi invasion. They were the only defense when Britain stood alone, and this was their finest hour.

THE END

William Tucci
Crusade Fine Arts, Ltd.
P.O. Box 845
Bayport, NY 11705
Phone (631) 472-2866
Fax (631) 472-2798
Email

The Undaunted
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