When E.T. The Extraterrestrial arrived in the summer of '82, it reaffirmed Steven Spielberg's position as the undisputed king of the summer box office. After coming out of nowhere (more or less) just seven years prior to shattering box office records with Jaws, Spielberg had proven himself singularly talented when it came to balancing likable characters with jaw-dropping spectacle, and audiences turned up in droves to see him do it. He'd done it with Jaws, he'd done it with Close Encounters Of The Third Kind, and he'd done it again in the summer of '81, with Raiders Of The Lost Ark. From the studios' standpoint, Spielberg (who'd by then amassed over $1B in box office receipts) was the closest thing you could get to guaranteed box office success. He seemed capable of anything.

Well, almost anything. As hard as the studios tried, no one seemed capable of talking Hollywood's biggest director into making a sequel. Universal had pushed hard for one on Jaws, but Spielberg had dug in his heels...only to watch on in horror as they went ahead and made one without him, anyway (and three more, just for good measure). When things started heading in the same direction following the success of Close Encounters in '77, Spielberg offered up a compromise: rather than a direct sequel, how about a follow-up in the same vein, something that'd combine the terror of Jaws with the extraterrestrial sci-fi of Close Encounters? Columbia was into it.

And this was how Watch The Skies (later retitled Night Skies) came about. A very loose dramatization of the infamously weird Kelly-Hopkinsville Encounter, Night Skies would've revolved around a family being terrorized by a group of mean-spirited extraterrestrial explorers. Spielberg was already committed to shoot his next film with Universal, but he promised to get the ball rolling on Night Skies (and produce the film) if Columbia was interested. They were. So, while Spielberg finished shooting Raiders Of The Lost Ark, John Sayles was hired to knock out a screenplay based on Spielberg's Night Skies treatment.

For a variety of reasons, the film didn't end up coming together, but chunks of the project - from elements of Sayles' script to the preliminary design work Rick Baker had done for the film - ended up factoring into a number of other Spielberg efforts. Indeed, several elements of Night Skies ended up serving as the basis for E.T., particularly a plot thread involving "Buddy," the only benign member of the alien invaders' crew. In Night Skies, Buddy strikes up a friendship with the family's autistic son, and is ultimately stranded on Earth when his evil compatriots take off without him. Clearly, a few of the details were different in E.T. (Elliott wasn't autistic; the film begins with E.T. being marooned), but obviously one influenced the other.

Anyway, E.T. became a massive hit for Universal, eventually earning over $600m on its first theatrical run. And so, once again, Spielberg was approached about doing a sequel. To everyone's surprise, he agreed to whip up a treatment for the film with Melissa Mathison (who'd written the first E.T. based on Spielberg's original story...and, y'know, elements of John Sayles' Night Skies script). Very quickly, they knocked out a treatment titled E.T. 2: Nocturnal Fears, and turned it into Universal.

Needless to say, E.T. 2: Nocturnal Fears didn't get made, but it came very close to happening. Spielberg talked about the sequel openly in the months following E.T.'s release, and Universal was obviously down to take another trip to that (very profitable) well. So, why didn't it get made? According to Spielberg, he ultimately decided that a sequel would rob E.T. of its "virginity," and that was that. But if you read the treatment for E.T. 2: Nocturnal Fears, you can't help but wonder if someone didn't just talk him out of making this particular sequel, which - as described - would have been everything E.T. was not: dark, ugly, even violent.

Things start off familiarly enough, with a giant UFO descending upon the same redwood forest featured in E.T. We quickly learn, however, that the aliens inside this ship are...well, not the same gentle, adorable little creature we met the last time we were in this forest:

The aliens onboard are EVIL. They have landed on Earth in response to distress signals designating its present coordinates. These aliens are searching for a stranded extraterrestrial named Zrek, who is sending a call for "Help." The evil creatures are carnivorous. Their leader, Korel, commands his crew to disperse into the forest to acquire food. As the squat aliens leave the gangplank, each one emits a hypnotic hum which has a paralyzing effect on the surrounding wildlife. These creatures are an albino fraction (mutatation) of the same civilization E.T. belongs to. The two separate groups have been at war for decades!

Yikes. These guys sound like bad news, but it gets even worse: after meeting the "EVIL" E.T.'s, we see that a number of other alien species are being held captive inside their ship, imprisoned in cages made entirely of light. This...I don't know, this doesn't sound good. Sounds pretty dark, in fact. But, hey, remember Gertie, Elliott, and Michael? Let's find out what they've been up to following the events of E.T.!

Elliott's father returned from New Mexico months before and filed for divorce and moved back to New Mexico. But Elliott's family has seen harder times. And the fact that Mary has been dating Dr. Keys, since they met just before E.T. left, has eased the strain considerably.

OK, right, let's pause for a minute to recap what we've learned thus far: evil, bloodthirsty, mutant albinos have tracked E.T. back to Earth, and are now kicking around a forest located perilously close to the home where Elliott's family lives. In the time since we last saw said characters, Elliott's father returned from New Mexico just long enough to pack his things and shove divorce papers into his wife's hands. Oh, and Elliott's mother is now dating Peter Coyote's Dr. Keys character. Y'know, this sounds--

Keys has told his story time and time again about his first meeting with the tiny, confused E.T. It is a story full of emotion, surprise and mystery. Keys never plays down how important that experience was to the direction his life took from then on. Keys admits his life ambitions were channeled toward more positive and rewarding goals. He didn't continue to live in a dream-world of hope that he would one day meet his spacefriend again, like he fears Elliot and his friends are now.

-- yeah, this sounds like a bummer, doesn't it? It is, and it actually gets even worse. After firing up his old Speak-N-Spell communication device, Elliott picks up on the presence of the evil E.T.'s hanging out in the woods. Thinking that it's E.T. (returned to kick back and slam some Reese's Pieces with his bros, perhaps), Elliott, his siblings and several of their friends sneak off in the middle of the night to rendezvous with the source of the signal. There, they are immediately taken prisoner by the evil E.T.'s and are subjected to a series of torturous interrogations.

In the hours that follow, Elliott and his companions are questioned extensively. But the aliens will not accept the truth in their responses. While one child is interrogated, another is being examined. Gertie is crying and calling for Mary and E.T. for help. The others endure (as their war-gaming experiences have taught them)... It is now time for Elliott to be questioned. The aliens show no mercy when he replies with the truth. The questioning process intensifies when they learn from his memory that he has dealt directly with Zrek. The pain is tremendous for Elliott and he breaks down and begins screaming for E.T.'s help.

While Elliott and the gang are being viciously tortured by the albinos, Elliott's mom and Dr. Keys are frantically trying to figure out where the children have disappeared to. They eventually discover Elliott's Speak-N-Spell up on the roof, at which point they put two and two together and head out to the forest. They better hurry, though, as things are looking pretty dire aboard that Mothership of Horrors:

Elliott is mentally and physically drained now. Because he is no longer of any use to the aliens, they carry his limp body to a light cage where Michael and Gertie are already resting.

And here, at their lowest point, is when E.T. come back into the picture. Miraculously, Elliott's cries for help have summoned E.T. from wherever it is that E.T.'s been hanging out. E.T. removes the captive children from their cages, ushers them off the ship, reprograms it to fly to "a remote corner of the galaxy," and then joins his friends back in the forest clearing where all these wacky, lighthearted hijinks started. Elliott's mom and Dr. Keys arrive, everyone hugs, and then E.T. leaves. Again.

And that's it. That's E.T. 2: Nocturnal Fears.

Obviously, this is all coming from a treatment, so the final screenplay would've been fleshed out in any number of ways. This 10-page document is simply there to lay out the main story beats, to get across what the final film would try to do. But how crazy is it that these are the main story beats for E.T. 2? The weird detail of Elliott's dad filing for divorce (presumably so that Keys could be brought back in as a love interest without things being all, y'know, adulterous), the torture sequences, the terrifying albino E.T.'s (described as having pink eyes and "razor sharp teeth"): why did anyone involved think this was a strong direction to take the E.T. franchise in?

Like the first E.T., a lot of the alien stuff seems influenced by Sayles' Night Skies script, but that film was designed to be a horror joint from the get-go (Spielberg even wanted Tobe Hooper to direct, specifically because of his work on The Texas Chain Saw Massacre); evil aliens with razor sharp teeth terrorizing animals and children made sense in that context. Here, it's just baffling, and almost certainly would have traumatized any young E.T. fans who showed up expecting more of the first film's gentle spirit. Even if E.T.'s reunited with Elliott and company in the end, the film dwells on so much awful material that it's hard to imagine that doing very much to ease the blow, particularly since E.T. flies away again almost immediately. Anyhow, if you'd like to read the full treatment for yourself - and you should, it's hilariously misguided - I'd suggest a trip to Google (believe me: it's easily located).

Oh, and on a final note: I'm not even remotely bummed that E.T. 2: Nocturnal Fears didn't get made, but I'm always going to want to see Night Skies. As a casual fan of UFO/alien mythology stuff, the story of the Kelly-Hopkinsville Encounter has always intrigued me, and I'd love to see Spielberg swing back around to that project, perhaps in the director's seat (note: he won't, but it's fun to daydream about). Hell, I'd even be pumped just to read Sayles' screenplay for the film, which I've somehow never gotten my hands on.